NON-DISTURBANCE AGREEMENTresources.ca.gov/CNRALegacyFiles/docs/expo/Non... · 2015. 10. 28. ·...

NON-DISTURBANCE AGREEMENT

BY AND AMONG

SIXTH DISTRICT AGRICULTURAL ASSOCIATION,

LOS ANGELES MEMORIAL COLISEUM COMMISSION

and

LAFC SPORTS, LLC

___________, 2015

Submitted for review bythe Board of Directors for

CALIFORNIA SCIENCE CENTER and EXPOSITION PARK

on

NOVEMBER 4, 2015

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by and among

SIXTH DISTRICT AGRICULTURAL ASSOCIATION

LOS ANGELES MEMORIALCOLISEUM COMMISSION

and

LAFC SPORTS, LLC

______________, 2015

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TABLE OF CONTENTS

1. Definitions and Interpretation .......................................................................................................... 3

2. District Agreements ......................................................................................................................... 4

2.1. Consent ............................................................................................................................... 42.2. Conflicts.............................................................................................................................. 62.3. Rights Under Master Agreements....................................................................................... 62.4. Additional District Agreements .......................................................................................... 6

3. Commission Agreements ................................................................................................................. 9

3.1. Consent ............................................................................................................................... 93.2. Conflicts............................................................................................................................ 113.3. Rights Under USC Lease.................................................................................................. 123.4. Additional Agreements of Commission............................................................................ 13

4. Recognition, Non-Disturbance and Attornment ............................................................................ 15

4.1. Recognition and Non-Disturbance.................................................................................... 154.2. Non-Disturbance............................................................................................................... 164.3. Attornment ........................................................................................................................ 174.4. Notice and Cure Rights..................................................................................................... 174.5. Non Modification of Master Agreements ......................................................................... 19

5. Representations and Warranties of LAFC ..................................................................................... 19

5.1. Organization and Authority .............................................................................................. 195.2. LAFC Lease...................................................................................................................... 19

6. Representations, Warranties and Covenants of District................................................................. 19

6.1. Due Authorization and Execution..................................................................................... 206.2. Master Agreements ........................................................................................................... 20

7. Representations, Warranties and Covenants of Commission ........................................................ 20

7.1. Due Authorization and Execution..................................................................................... 207.2. Master Agreements ........................................................................................................... 21

8. Event Scheduling and Priority ....................................................................................................... 21

8.1. Priorities............................................................................................................................ 228.2. Timing of Requests........................................................................................................... 238.3. Events by Manager ........................................................................................................... 248.4. Consistent Conflicts.......................................................................................................... 248.5. Park Calendar.................................................................................................................... 25

9. Parking ........................................................................................................................................... 25

9.1. Temporary Uses of Parking Lot 6..................................................................................... 259.2. Daily Parking .................................................................................................................... 269.3. LAFC Event Parking ........................................................................................................ 269.4. Permit Process................................................................................................................... 299.5. Events with No Permit ...................................................................................................... 30

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9.6. Sale of Reserved Spaces ................................................................................................... 309.7. Maintenance of Parking Areas.......................................................................................... 309.8. NHM Parking.................................................................................................................... 309.9. Modernization of Systems ................................................................................................ 319.10. Bus Parking....................................................................................................................... 319.11. Exposition Park Master Plan............................................................................................. 31

10. Limitation on Major Events ........................................................................................................... 31

11. Other Use of District Property ....................................................................................................... 32

12. Sports Arena Option Agreement.................................................................................................... 32

13. Notices ........................................................................................................................................... 32

14. Miscellaneous ................................................................................................................................ 34

14.1. Successors and Assigns .................................................................................................... 3414.2. Taxes and Facilities Fees .................................................................................................. 3414.3. Bankruptcy Integration ..................................................................................................... 3514.4. Breach and Default ........................................................................................................... 3514.5. Attorneys’ Fees ................................................................................................................. 3614.6. Memorandum of Agreement............................................................................................. 3614.7. Estoppel Statements.......................................................................................................... 3614.8. Not a Party to LAFC Lease............................................................................................... 3614.9. Applicable Law................................................................................................................. 3614.10. Entire Agreement and Amendment .................................................................................. 3614.11. Execution .......................................................................................................................... 37

LIST OF EXHIBITS AND SCHEDULES

Schedule 1 - Glossary of Additional Definitions

Schedule 2 - Required Insurance During LAFC Parking Oversight and Supervision

Exhibit A - Site Plan

Exhibit B - Legal Description of LAFC Premises

Exhibit C - LAFC Lease

Exhibit D-1 - Depiction of Temporary Construction Parking Easement Area

Exhibit D-2 - Depiction of Temporary Construction Access and Staging Area

Exhibit E - Depiction of District Parking Areas

Exhibit F - Memorandum of Non-Disturbance Agreement

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LIST OF DEFINED TERMS

2054 Lease .................................................................................................................................................... 2Addendum..................................................................................................................................................... 3Additional Museum Events......................................................................................................................... 23Agreement..................................................................................................................................................... 1CAAM ........................................................................................................................................................ 41California Science Center ........................................................................................................................... 41Charges ....................................................................................................................................................... 34Coliseum ....................................................................................................................................................... 1Coliseum Ground Lease................................................................................................................................ 1Coliseum Parking Event Day ................................................................................................................... 25Coliseum Priority Events ............................................................................................................................ 22Coliseum Property ........................................................................................................................................ 1Collegiate Restriction.................................................................................................................................. 12Commission .................................................................................................................................................. 1Commission Ground Leases ......................................................................................................................... 1Continuing Default...................................................................................................................................... 17CPI .............................................................................................................................................................. 41CSC/CAAM Reserved Spaces.................................................................................................................... 41Current USC Lease ....................................................................................................................................... 2Designated Parking Rate............................................................................................................................. 41District .......................................................................................................................................................... 1District Parking Areas................................................................................................................................. 41District Property............................................................................................................................................ 1Effective Date ............................................................................................................................................... 1EIR ................................................................................................................................................................ 3Events.......................................................................................................................................................... 41Exposition Park............................................................................................................................................. 1Exposition Park entities .............................................................................................................................. 41Exposition Park Manager............................................................................................................................ 41Final EIR....................................................................................................................................................... 3LAFC ............................................................................................................................................................ 1LAFC Event Parking Space Fee ................................................................................................................. 27LAFC Lease.................................................................................................................................................. 2LAFC Lease Conditions ............................................................................................................................... 3LAFC Lease Documents............................................................................................................................... 7LAFC Lease Rights....................................................................................................................................... 6LAFC Premises............................................................................................................................................. 2Major Event ................................................................................................................................................ 41Master Agreement......................................................................................................................................... 2Master Agreements ....................................................................................................................................... 2Master Lease ................................................................................................................................................. 2Master Leases................................................................................................................................................ 2Master Premises ............................................................................................................................................ 1MLS Game Parking .................................................................................................................................... 28MLS Games ................................................................................................................................................ 42MLS Home Game Priority Events .............................................................................................................. 22MLS Home Games ..................................................................................................................................... 42Museum Event ............................................................................................................................................ 42Necessary Parking Spaces........................................................................................................................... 42

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NFL Games................................................................................................................................................. 42NHM Reserved Spaces ............................................................................................................................... 42OEA .............................................................................................................................................................. 3Olympic Restriction .................................................................................................................................... 12Olympics ..................................................................................................................................................... 42Operator ...................................................................................................................................................... 42Original USC Lease ...................................................................................................................................... 1Original USC NDA....................................................................................................................................... 1Parking Lot 1A............................................................................................................................................ 42Parking Lots 1- 6......................................................................................................................................... 42Parties............................................................................................................................................................ 1Party .............................................................................................................................................................. 1Permit Term ................................................................................................................................................ 42Prior Scheduled Events ............................................................................................................................... 22Prior USC Agreement ................................................................................................................................... 2Prior USC Lease ........................................................................................................................................... 1Project ........................................................................................................................................................... 3Recorder’s Office.......................................................................................................................................... 2Related Entity.............................................................................................................................................. 21Reserved Spaces.......................................................................................................................................... 42Science Center Structure............................................................................................................................. 42Security Surcharge ...................................................................................................................................... 27Self-Help Rights.......................................................................................................................................... 30Signage Restrictions.................................................................................................................................... 12Significant Museum Priority Events ........................................................................................................... 22Site Plan ........................................................................................................................................................ 1Special Event .............................................................................................................................................. 42Special Olympics ........................................................................................................................................ 43Sports Arena.................................................................................................................................................. 1Sports Arena Ground Lease .......................................................................................................................... 1Sports Arena Option ..................................................................................................................................... 2Sports Arena Option Agreement................................................................................................................... 2Sports Arena Property................................................................................................................................... 1Successor Landlord..................................................................................................................................... 17Tri-Party Agreement ..................................................................................................................................... 3USC............................................................................................................................................................... 1USC Event .................................................................................................................................................. 43USC Lease .................................................................................................................................................... 2USC Lease First Amendment ....................................................................................................................... 1USC NDA ..................................................................................................................................................... 2USC NDA Lease........................................................................................................................................... 2VIP Parking Areas ...................................................................................................................................... 43

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THIS NON-DISTURBANCE AGREEMENT (this “Agreement{ XE "Agreement" }”) is madeand entered into effective as of _____________, 2015 (the “Effective Date{ XE "Effective Date" }”) byand among the SIXTH DISTRICT AGRICULTURAL ASSOCIATION, an institution of the State ofCalifornia (the “District { XE "District" } ”), the LOS ANGELES MEMORIAL COLISEUMCOMMISSION, a joint powers authority entity created by agreement among public agencies pursuant toTitle 1, Division 7, Chapter 5 (Section 6500 et seq.) of the California Government Code (“Commission{XE "Commission" }”) and LAFC SPORTS, LLC, a Delaware limited liability company (“LAFC{ XE"LAFC" }”). District, Commission and LAFC are sometimes collectively referred to herein as the“Parties{ XE "Parties" }” and each a “Party{ XE "Party" }.”

Preliminary Statements:

A. District is the fee owner of certain real property located in the City of Los Angeles,County of Los Angeles, State of California commonly known as “Exposition Park” which is generallybounded on the north by Exposition Boulevard, on the east by Figueroa Street, on the south by MartinLuther King Jr. Boulevard and on the west by Vermont Avenue (sometimes referred to herein as the“District Property{ XE "District Property" }” or the “Exposition Park{ XE "Exposition Park" }”).

B. Portions of the District Property are currently improved with certain stadium facilitiescommonly known as (i) the Los Angeles Memorial Coliseum (“Coliseum { XE "Coliseum" } ”)approximately as shown on the site plan (the “Site Plan{ XE "Site Plan" }”) attached hereto on Exhibit A(the land, together with all improvements now or hereafter located thereon, is collectively referred toherein as the “Coliseum Property{ XE "Coliseum Property" }”), and (ii) the Los Angeles MemorialSports Arena (“Sports Arena{ XE "Sports Arena" }”), located on the land described on Exhibit Battached hereto and approximately as shown on the Site Plan (the land, together with all improvementslocated thereon, is collectively, the “Sports Arena Property{ XE "Sports Arena Property" }” which,together with the Coliseum Property is sometimes collectively referred to herein as the “MasterPremises{ XE "Master Premises" }”). The Sports Arena Property contains approximately 15 acres ofland consisting of the project site identified in the Addendum (as hereinafter defined) to the Final EIR (ashereinafter defined).

C. District leased the Master Premises to Commission pursuant to (i) that certain ColiseumLease dated January 3, 1956 (as it has been, and may hereafter be, amended, subject to the terms hereof,the “Coliseum Ground Lease{ XE "Coliseum Ground Lease" }”), and (ii) that certain Sports ArenaAgreement, Lease and Easement dated January 3, 1956 (as it has been, and may hereafter be, amended,subject to the terms hereof, the “Sports Arena Ground Lease{ XE "Sports Arena Ground Lease" }’’which, together with the Coliseum Ground Lease is sometimes collectively referred to herein as the“Commission Ground Leases{ XE "Commission Ground Leases" }”). The Commission Ground Leaseswere approved by District, the Department of General Services and the Secretary for the State andConsumer Services Agency pursuant to Food and Agriculture Code Section 4051.

D. Commission and the University of Southern California (the “USC { XE "USC" } ”)previously entered into a certain Lease and Agreement dated May 14, 2008 (the “Original USC Lease{XE “Original USC Lease” }”), as amended by that certain First Amendment to Lease and Agreementdated November 4, 2010 (the “USC Lease First Amendment{ XE “USC Lease First Amendment” }”which, together with the Original USC Lease is collectively referred to herein as the “Prior USC Lease{XE “Prior USC Lease” }”) whereby USC subleased substantially all of the Coliseum Property from theCommission. In conjunction with the Prior USC Lease, USC and District previously entered into thatcertain undated but fully executed Non-Disturbance Agreement (the “Original USC NDA{ XE “Original

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USC NDA” }” which, together with the Prior USC Lease is sometimes collectively, the “Prior USCAgreement{ XE “Prior USC Agreement” }”). The Prior USC Lease was subsequently amended pursuantto that certain Second Amendment to Lease and Agreement dated as of July 29, 2013 (as further modifiedby the Boundary Documents, the “Current USC Lease{ XE "Current USC Lease" }”) whereby most ofthe Sports Arena Property was added to the Coliseum Property as the premises subleased to USC underthe USC Lease. The term of the Current USC Lease, including all extension options thereunder, and theauthority of Commission pursuant to the Joint Powers Agreement (as defined in the LAFC Lease (ashereinafter defined)) are coterminous and presently fixed to expire on December 31, 2054.

E. District and USC subsequently entered into that certain Non-Disturbance Agreementdated as of September 4, 2013 (the “USC NDA{ XE “USC NDA” }”) whereby, among other things, USCobtained (i) certain protections with respect to its sub-leasehold interest in the Master Premises in theevent of the termination of Commission Ground Leases, and (ii) certain rights and priorities with respectto the scheduling of events at the Coliseum and the Sports Arena and the use of District Parking Areas (ashereinafter defined). The USC NDA provides that if the interest of Commission in the Master Premises isterminated prior to the expiration of the Current USC Lease, then the Current USC Lease will be replacedby a direct lease between District and USC in the form attached to the USC NDA as Exhibit E (the “USCNDA Lease{ XE “USC NDA Lease” }”). The USC NDA further provided District’s implicit approval ofa redevelopment of the Sports Arena consistent with the projects described in the Final EIR (ashereinafter defined).

F. Concurrently with the execution of the USC NDA, District and USC entered into thatcertain Lease Option Agreement (Sports Arena Property) dated as of September 4, 2013 (the “SportsArena Option Agreement{ XE “Sports Arena Option Agreement” }”), as memorialized of record by thatcertain Memorandum of Lease Option Agreement recorded on September 24, 2013 as Document No.20131384077 in the Official Records of the Recorder’s Office, Los Angeles County, California(“Recorder’s Office{ XE "Recorder’s Office" }”). Pursuant to the Sports Arena Option Agreement, USCobtained an option (the “Sports Arena Option{ XE “Sports Arena Option” }”) to enter into a direct leasewith District in substantially the form of the new lease attached to the Sports Arena Option Agreement onSchedule 4 (the “2054 Lease{ XE “2054 Lease” }”) which shall commence on the expiration of the USCLease (or USC NDA Lease, as applicable). As used herein, the term “USC Lease { XE “USC Lease” }”shall mean, at any specific point in time, USC’s then applicable lease of the Sports Arena Property underthe Current USC Lease, the USC NDA Lease or the 2054 Lease, as the case may be. The USC Lease,together with Sports Arena Ground Lease, are sometimes collectively referred to herein as the “MasterLeases{ XE “Master Leases” }”, and each a “Master Lease.{ XE “Master Lease” }” The Master Leases,the USC NDA, the Sports Arena Option Agreement and the Joint Powers Agreement are sometimescollectively referred to herein as the “Master Agreements{ XE "Master Agreements" },” and each a“Master Agreement{ XE "Master Agreement" } .” In conjunction with the LAFC Lease, District,Commission and USC will enter into certain Boundary Documents (as defined in the LAFC Lease) tocorrect certain boundary discrepancies in the Master Agreements such that, among other things, all of theColiseum Property and all of the Sports Arena Property is leased under the Coliseum Ground Lease andthe Master Leases, as applicable. Following the execution of the Boundary Documents, each reference toa Master Agreement herein shall automatically be deemed to mean such Master Agreement, as amendedby the Boundary Documents without further action or notice required.

G. USC and LAFC have entered into that certain Ground Lease dated as of ____________,2015 (the “LAFC Lease{ XE "LAFC Lease" }”), whereby USC sub-subleased to LAFC a portion of theMaster Premises consisting of the Sports Arena Property (the “LAFC Premises{ XE "LAFC Premises" }”which, for purposes of this Agreement shall have the same meaning as the term “Premises” under theLAFC Lease). LAFC intends to demolish the Sports Arena and related improvements on the LAFCPremises and to initially construct a soccer stadium and other ancillary improvements in accordance with

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the EIR (as hereinafter defined). As used herein, the term “EIR{ XE "EIR" }” shall mean and refer to theFinal Environmental Impact Report for the Redevelopment of the Los Angeles Memorial Sports Arenadated January 21, 2011 (the “Final EIR{ XE "Final EIR" }”) and certified by Commission on February 2,2011, including modifications to the Final EIR contained in that certain Addendum to the Final EIR (the“Addendum{ XE "Addendum" }”) which was approved by Commission on September 17, 2015. Asused herein, the term “Project{ XE "Project" }” shall mean the Stadium Project as described and definedin the LAFC Lease, including the Modified Project described in the Addendum. The LAFC Leasecontains certain conditions that must be satisfied prior to USC’s delivery of possession of the SportsArena Property to LAFC (the “LAFC Lease Conditions{ XE "LAFC Lease Conditions" }”).

H. To satisfy certain of the LAFC Lease Condition, LAFC has now requested that (i)District and Commission enter into this Agreement to provide certain assurances regarding the LAFCLease, LAFC Lease Documents (as hereinafter defined) and LAFC Lease Rights (as hereinafter defined),including that LAFC’s possession, use and enjoyment of the LAFC Premises pursuant to the LAFC Leasewill not be disturbed as a result of a termination of any of the Master Leases, as well as other assurancesand agreements related to the LAFC Premises, LAFC Lease Documents, LAFC Lease Rights, the Projectand Master Agreements as set forth herein, (ii) District enter into a certain Operation and EasementAgreement (the “OEA{ XE "OEA" }”) to provide LAFC with all necessary easements and rights requiredwith respect to the District Property for the development, construction, operation and use of the LAFCPremises and the Project, and (iii) District enter into a Tri-Party Agreement (the “Tri-Party Agreement{XE "Tri-Party Agreement" }”) with LAFC and USC to amend, supplement and clarify certain terms of theSports Arena Option Agreement as it relates to LAFC and the LAFC Lease.

I. District and Commission have now agreed to enter into this Agreement to provide suchassurances upon and subject to the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the foregoing recitals, the terms of which are herebyincorporated herein by this reference, the mutual covenants and agreements contained herein and othergood and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, theparties hereby agree as follows:

1. Definitions and Interpretation.

1.1. Capitalized terms used herein that are defined in the LAFC Lease shall have the samemeaning herein as are ascribed to such terms in the LAFC Lease unless otherwise defined herein or thecontext dictates otherwise. A glossary of additional defined terms that are used in this Agreement andwhich are not otherwise defined in the body of this Agreement or incorporated herein by reference to aseparate document or instrument are attached hereto on Schedule 1. The definitions set forth in theglossary are hereby incorporated into this Agreement by this reference.

1.2. For purposes of this Agreement, except as otherwise expressly provided herein or unlessthe context otherwise requires: (i) the meaning assigned to each term defined herein shall be equallyapplicable to both the singular and the plural forms of such term and vice versa, and words denotingeither gender shall include both genders as the context requires; (ii) where a word or phrase is definedherein, each of its other grammatical forms shall have a corresponding meaning; (iii) the terms “hereof,”“herein,” “hereunder,” “hereby” and “herewith” and words of similar import shall, unless otherwise stated,be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement;(iv) when a reference is made in this Agreement to an Article, Section, paragraph, Exhibit or Schedule,such reference is to an Article, Section, paragraph, Exhibit or Schedule to this Agreement unlessotherwise specified; (v) the word “for example” “include,” “includes,” and “including” when used in thisAgreement without being following by words such as “but not limited to” or “without limitation,” shall be

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deemed to be followed by such words unless otherwise expressly specified; (vi) the language used in thisAgreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent,and no rule of strict construction shall be applied against any Party; (vii) each defined term consisting of acollective noun, such as, for example, the words “District Property,” “Coliseum Property,” “Sports ArenaProperty,” “LAFC Premises,” “Improvements,” “Stadium,” “Project,” “Stadium Equipment,” “ProjectRevenue,” shall be interpreted as if followed by the words “or any part thereof” except where the contextclearly requires otherwise; (viii) all references to the term “LAFC Premises” shall be deemed to befollowed by the words “including all Improvements thereon, including the Stadium;” (ix) all references tothe Master Agreements in reference to the LAFC Premises shall be deemed to be followed by the words“to the extent applicable to the Premises”; (x) as applicable, references to the “Sports Arena” under any ofthe Master Agreements shall refer to the Stadium as the context requires; (xi) all reference to any “cureperiods” under the LAFC Lease, or to the “expiration of all applicable cure periods or cure rightsthereunder,” or any similar language shall mean and refer to the expiration of all applicable cure periodsavailable to LAFC under the LAFC Lease and the expiration of all applicable periods available to MLS ora Leasehold Mortgagee to cure LAFC’s default, to exercise any step-in rights (in the case of MLS) or toexercise any new lease option rights (in the case of a Leasehold Mortgagee), in each case without cure orthe exercise of any such rights; (xii) references herein to the “LAFC Lease” shall be deemed to includethe language “or any replacement thereof contemplated under the LAFC Lease as of the Execution Datethereof, such as any lease with a new MLS club following the exercise of the MLS step-in rights underthe LAFC Lease or any new lease to a leasehold mortgagee as contemplated thereunder, and referencesherein to LAFC shall be deemed to include any successor or Authorized Transferee (as defined in theLAFC Lease), including any successor tenant under a replacement lease as provided in this clause (xii);and (xiii) all references to “Master Agreements” hereunder shall mean, as each of them may be modified,amended or supplemented (i) from time to time pursuant to a modification or other agreement that is notin violation of the terms, conditions or provisions of the LAFC Lease or this Agreement, and (ii) by theBoundary Documents, the LAFC Lease Documents, the Final Approvals and any other agreements thatmay be entered into between LAFC and all of the parties to the applicable Master Agreement beingmodified thereby.

2. District Agreements.

2.1. Consent. District hereby consents to the LAFC Lease, the execution thereof by USC andall of the terms, covenants, conditions, provisions and agreements contained therein. Without limiting thegenerality of the foregoing, District hereby acknowledges, agrees and/or approves, as the case may be, thefollowing with respect to the LAFC Lease and LAFC’s rights thereunder:

(i) all permitted uses available to LAFC under the LAFC Lease, including all usesavailable to LAFC under the Coliseum District Specific Plan and Soccer Stadium and ColiseumSign District as amended for the Project as part of any Final Approvals, and all uses of theColiseum as provided in the LAFC Lease, it being expressly understood and agreed that in noevent shall (A) any such permitted uses by LAFC in accordance with the LAFC Lease be deemeda default by Commission, USC or LAFC under any of the Master Agreements, (B) the execution,delivery and performance of, and compliance with, the terms of the LAFC Lease by USC orLAFC be deemed a breach or default by Commission, USC or LAFC under any of the MasterAgreements; and (C) the expiration or termination of any of the Master Leases or the terminationof Commission’s or USC’s respective right, title or interest in the Master Premises in any mannerlimit, modify or adversely affect any such permitted uses;

(ii) the Initial Term, Extension Options and Extension Terms available to LAFCunder the LAFC Lease, subject to the terms of the Tri-Party Agreement;

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(iii) that LAFC has no obligation to pay District directly any rent, additional rent orother amounts of any kind with respect to the LAFC Lease, the LAFC Premises or the use thereoffor any of the permitted uses thereunder, except as otherwise expressly set forth in thisAgreement, the OEA or any separate use agreement between District and LAFC entered into afterthe Effective Date with respect to the use of any portion of District Property;

(iv) that LAFC has the right to (A) pursue and obtain all Final Approvals for theProject, (B) demolish the existing Sports Arena Property building and improvements, includingany and all personal property, trade fixtures, equipment or systems contained therein and notremoved from the Sports Arena prior to USC’s delivery of possession thereof to LAFC under theLAFC Lease, and (C) design, permit and construct (and to enter into all necessary contracts forthe design, permitting and construction of) the Project, including (1) all related on-site and off-site improvements related thereto, subject to the terms of the OEA, and (2) all on-site (interiorand exterior) and off-site signage permitted under the LAFC Lease and the Soccer Stadium andColiseum Sign Plan, in each case as the Project is finally permitted and approved by the City inconnection with LAFC’s Final Approvals and in accordance with the OEA, and no furtherapprovals are required from District under any of the Master Agreements or otherwise inconnection with the foregoing related to the Project, except as otherwise expressly provided in theLAFC Lease Documents;

(v) that all Improvements and Stadium Equipment constructed and/or installed on theLAFC Premises shall be owned by, and remain the property of, LAFC during the entire Term ofthe LAFC Lease as provided therein;

(vi) subject to and except as otherwise expressly provided in the OEA andSupplemental Agreement, District shall have no right to receive any, and LAFC shall have theright to receive and retain all, Project Revenue including, without limitation, from (A) all LAFCEvents (as hereinafter defined) and other business operations on or from the LAFC Premises, (B)all Stadium naming rights, signage and advertising rights, (C) all Project Contracts, (D) anypermitted use of the Coliseum under the LAFC Lease; and (E) any permitted use of DistrictProperty;

(vii) LAFC’s rights of contest under the LAFC Lease and all other rights and remediesavailable to LAFC under the LAFC Lease, including all applicable cure periods available toLAFC thereunder, and all MLS and Leasehold Mortgagee’s rights and options under the LAFCLease, it being expressly understood and agreed that if any obligations of USC under any of theMaster Agreements with respect to the Sports Arena Property are to be performed by LAFCunder the LAFC Lease with respect to the LAFC Premises, then (A) LAFC’s performance thereofunder the LAFC Lease shall be accepted by District as performance of the correspondingobligation of USC under the applicable Master Agreement, and (B) in the event any suchobligation is not timely performed by LAFC under the LAFC Lease, USC will not be deemed indefault under any Master Agreements (and District will not exercise any remedies available toDistrict thereunder related to such failure of performance) unless and until such obligationremains unsatisfied after LAFC’s receipt of a Notice of Default under the LAFC Lease and theexpiration of all applicable cure periods and rights under the LAFC Lease;

(viii) LAFC’s rights to (A) repair, restore or rebuild the LAFC Premises, including allImprovements and Stadium Equipment thereon, and (B) receive, use and apply Loss Proceeds inthe event of any Casualty or Condemnation in accordance with and subject to the terms,conditions and priorities set forth in the LAFC Lease, which terms shall control over anyconflicting provision in any of the Master Agreements;

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(ix) the transfer by USC to LAFC of all Sports Arena Rights, including the subleaseand/or irrevocable sub-license to use all trademarks and service marks associated with the SportsArena and granted to USC by the Commission under the Current USC Lease;

(x) the Permitted Transfer provisions of the LAFC Lease and LAFC’s right to enterinto any Project Contracts, which in each case will not require further consent or approval byDistrict;

(xi) the provisions of the LAFC Lease or this Agreement that specify terms,covenants, agreements, conditions or provisions contained in the Master Agreements that are notapplicable to LAFC, the LAFC Premises or any of LAFC’s permitted uses, such as, for example,the Prior USC Agreement or any other provisions in any of the Master Agreements that relatesolely to the Coliseum or Commission’s or USC’s obligations or liabilities with respect to theColiseum Property; and

(xii) that nothing contained in the USC NDA Lease or the 2054 Lease shall in anymanner limit, modify, diminish, waive, release, terminate or otherwise adversely affect any of theLAFC Lease Rights, including any and all provided in the LAFC Lease Documents.

2.2. Conflicts. District acknowledges and agrees that, to the extent there is any conflict orinconsistency between the terms, conditions and provisions of the LAFC Lease Documents and the terms,conditions and provisions of any of the Master Agreements related to LAFC, the LAFC Premises, or theLAFC Lease Rights, the terms, conditions and provisions of the LAFC Lease Documents, as the caserequires, will govern and control and no default or breach by any party under the Master Agreements shallarise or be deemed to exist as a result of LAFC’s actions and performance in compliance with the terms,conditions and provisions of the LAFC Lease Documents, even if in conflict or inconsistent with theterms, conditions and provisions of any of the Master Agreements.

2.3. Rights Under Master Agreements. To the extent (i) any Master Agreements grant USCany rights, benefits, privileges and remedies which relate to the LAFC Premises or which may be requiredby LAFC for the full use and enjoyment of the LAFC Premises and the LAFC Lease Rights, and (ii) suchrights, benefits and privileges are not otherwise provided for directly in the LAFC Lease Documents, thenDistrict agrees that LAFC shall have the benefit of all such rights, benefits and privileges without (1)subjecting USC to any liability, cost or expense, (2) limiting, modifying, waiving, releasing, terminatingor otherwise adversely affecting any Party’s rights or interests under any of the Master Agreements, and(3) USC or LAFC being deemed in default under any of the Master Agreements, provided that such rights,benefits and privileges are exercised or used in compliance with the LAFC Lease. Without limiting ormodifying any of the terms of the LAFC Lease Documents, the terms of this Section 2.3 will not apply tothe USC NDA, USC signage rights or to USC lease options (options to lease or options to extend the termunder a lease), subject to the terms of the Tri-Party Agreement.

2.4. Additional District Agreements. Without limiting or modifying any other terms of thisAgreement, including the consent in Section 2.1 above, and in consideration of the substantial investmentto be made by LAFC in connection with the redevelopment of the LAFC Premises, District herebyacknowledges and agrees as follows:

(i) The execution, delivery, and performance of, and compliance with, the LAFCLease by USC and/or LAFC, including LAFC’s use, exercise or performance of, or compliancewith any LAFC Lease Rights under and in accordance with the terms of the LAFC Lease shallnot be deemed or constitute a breach of or a default under any of the Master Agreements. Asused herein, the term “LAFC Lease Rights{ XE "LAFC Lease Rights" }” shall collectively mean

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any and all rights, interests, benefits, privileges, uses (including all of the foregoing in Section 2.1above), options (including Extension Options), obligations, liabilities, remedies, terms, covenants,conditions, provisions and agreements contained in or provided under the LAFC LeaseDocuments, including (A) the right to exclusive possession of the LAFC Premises for the Term ofthe LAFC Lease, (B) any and all additional and/or beneficial rights available to LAFC under anyof the Master Agreements as provided in any of the LAFC Lease Documents, (C) all parking andother rights to the use of District Property under the LAFC Lease Documents, and (D) all priorityscheduling rights with respect to events in Exposition Park as provided in this Agreement. Asused in this Agreement, the term “LAFC Lease Documents{ XE "LAFC Lease Documents" }”shall collectively mean the LAFC Lease, this Agreement, the OEA and the Tri-Party Agreement.

(ii) District agrees that it will not do, suffer or permit, or agree to enter into anytransaction or agreement, modify or terminate any existing document or agreement or undertakeor permit any action or proceeding with respect to or affecting the LAFC Premises or the Projector the use or operation thereof, which would in any manner (A) limit, diminish, interfere with,prevent, delay or otherwise materially and adversely affect LAFC’s Lease Rights and the exercisethereof by LAFC including, without limitation, the uses of the LAFC Premises under the LAFCLease, the use of the Coliseum as permitted under the LAFC Lease, the use of any portions of theDistrict Property pursuant to the this Agreement or the OEA and the operation of any permittedbusiness operation, event or activity on the LAFC Premises as provided in the LAFC LeaseDocuments, (B) subject LAFC to any additional cost, liability or expense not otherwise expresslyprovided in or contemplated by the LAFC Lease Documents, or (C) unreasonably interfere with,prevent, delay or disrupt any construction or maintenance activities being performed by or onbehalf of LAFC in accordance with the terms of the LAFC Lease Documents and any FinalApprovals obtained by LAFC in connection therewith.

(iii) District agrees to cooperate with LAFC in all reasonable respects concerning theeffectuation of any matter that may require the participation of District either as the fee owner ofthe District Property or with respect to any matter requiring the consent of District under any ofthe Master Agreements, including LAFC’s efforts to obtain all Final Approvals required byLAFC (A) for the Project and LAFC’s use of the LAFC Premises as required by LAFC under andpursuant to the LAFC Lease, (B) to perform any Construction, Restoration or other maintenanceor repair work, including necessary replacements permitted under the LAFC Lease, (C) withrespect to its contest rights under the LAFC Lease, and (D) to accomplish any tax divisioncontemplated under the LAFC Lease to cause the LAFC Premises to be separately assessed fromthe balance of the Master Premises. Notwithstanding the foregoing, District’s obligation tocooperate will not apply to the extent that any matter requiring District’s cooperation would (A)materially and adversely affect the District or District Property, (B) subject District to anymaterial cost, expense, obligation or liability (unless LAFC provides District with an indemnityor other assurances related to such cooperation request and the subject matter thereof that isreasonably satisfactory to District), or (C) render District or any portion of the District Property tobe in violation of any applicable Laws, and except as provided herein, District’s cooperation shallnot be unreasonably withheld, conditioned or delayed. If District reasonably determines that anymatter for which LAFC requires its cooperation hereunder would result in a situation described inany of clauses (A), (B) or (C) above, then District shall promptly notify LAFC and District andLAFC shall thereafter agree to meet and confer to resolve such matter to District’s reasonablesatisfaction. Subject to the terms of this Section 2.4(iii), District agrees to (1) review anysubmittals furnished by LAFC, (2) execute any application or petition required to be signed bythe fee owner of the District Property, including the LAFC Premises, (3) execute or consent to,acknowledge and deliver any public utility easements or agreements required to provide utilityservice to the LAFC Premises, including all Improvements located thereon, in such form as may

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be reasonably acceptable to District, and (4) execute a waiver, disclaimer or subordination, as thecase may be, in favor of any Leasehold Mortgagee, holder of any Equipment Lien or other bonafide third party lender providing financing to LAFC, of any ownership and/or lien rights whichDistrict may have or claim in connection with (a) any salvage material from demolition of theSports Arena, (b) all Improvements made to the LAFC Premises during the Term of the LAFCLease, including the Stadium (other than District’s reversionary interest), (c) all StadiumEquipment acquired and/or installed by or on behalf of LAFC during the Term of the LAFCLease (other than District’s reversionary interest to the extent any Stadium Equipment constitutesa real property fixture), (d) all of LAFC’s FF&E, and (e) any other tangible and intangibleproperty of LAFC, including, without limitation, plans, specifications, Project Contracts, ProjectRevenues, inventory, accounts, books, records or other assets. District’s agreements in thisSection 2.4 shall be without cost or expense to District, and LAFC agrees to reimburse Districtfor all reasonable third party out-of-pocket costs and expenses incurred by District in connectionwith its performance under this paragraph.

(iv) District hereby agrees that Section 5 of the USC NDA will not apply to LAFC,the LAFC Lease, the LAFC Premises or serve to limit, modify or adversely affect LAFC’s LeaseRights, and District hereby waives all terms, notices, covenants, conditions and provisions in anyof the Master Agreements related to the closure and redevelopment of the Sports Arena, includingany termination rights that District may have thereunder. The terms of the foregoing waiver shallinure to the benefit of USC for so long as the LAFC Lease remains in effect and in no event willUSC be or be deemed in default or breach under any of the Master Agreements related to theclosure of the Sports Arena and the Initial Development of the Stadium by LAFC under andpursuant to the LAFC Lease.

(v) At all times during the Term of the LAFC Lease, District shall take all actionwithin its reasonable control (including necessary communications with State, County or City lawenforcement, traffic enforcement or District security personnel) during any Coliseum PriorityEvent (as hereinafter defined), any other Coliseum Event and any LAFC Event, including MLSGames, to afford to LAFC (for the benefit of LAFC, its agents, employees, contractors, vendors,licensees, concessionaires, subtenants, invitees, customers and guests) continuous, full andunimpeded access to the LAFC Premises (including all Premises Parking Areas) for all permitteduses of the LAFC Premises, including the Stadium and all Premises Ancillary Businesses,including for all related uses and purposes, including access, parking, deliveries, loading andreceiving, provided LAFC shall pay the District’s normal and customary charges to ExpositionPark entities for such action. District and LAFC shall coordinate such actions and charges inadvance of any applicable LAFC Event.

(vi) District hereby acknowledges and agrees that it will not have the right to the useof any patents, tradenames, trademarks, trade secrets, copyrights or other intellectual propertyowned by LAFC or MLS in any context without the prior written consent of LAFC.

(vii) In the event any casualty, condemnation or other event renders the number ofparking spaces in District Parking Areas unusable for the normal conduct of business operationson the LAFC Premises, including LAFC Events, and all other uses and business operationsconducted thereon, then without limiting any rights or remedies available to LAFC under any ofthe LAFC Lease Documents, at law or in equity, if District does not replace the unusable parkingspaces or otherwise provide other parking areas in substitution thereof so as to permit the normalconduct of LAFC’s business operations, then provided that (A) sufficient land area owned orcontrolled by District is available in or near Exposition Park, (B) District and LAFC can agree onmutually acceptable terms and conditions related thereto, (C) LAFC can obtain such other

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agreements, assurances and approvals as may be necessary or required in connection therewith(including applicable cost allocation and/or recapture agreements), then LAFC shall have theright, but not the obligation, to elect to construct the replacement parking spaces or area, whichmay include a multi-story parking deck structure to replace the lost parking spaces in order tocontinue the LAFC use at the LAFC Premises.

(viii) For purposes of the LAFC Lease, an event or activity will not be deemed“hazardous” or “ultra-hazardous” unless it is performed with willful and reckless disregard for thehealth and safety of Stadium patrons or other persons or property on the LAFC Premises (or otherproximate portions of the District Property), as opposed to an otherwise dangerous activityperformed in accordance with all applicable safety and legal requirements. [For example, afireworks display may be a hazardous or ultra-hazardous activity, but if performed by aprofessional pyrotechnic specialist in accordance with all industry safety and legal requirements,it can be performed safely for Stadium patrons and other persons or property on the LAFCPremises (or other proximate portions of the District Property) without being prohibited underthe LAFC Lease.

(ix) Anything to the contrary in the Master Agreements notwithstanding, after theInitial Development of the Project, District will have no further approval rights with respect toany alterations, additions or improvements on the LAFC Premises, including any Constructionthat is internal to any building, except in connection with any material exterior alteration,improvement or addition, or any expansion of the Stadium Building or any increase in the seatingcapacity of the Stadium. The terms of the foregoing waiver of approval rights shall inure to thebenefit of Commission and USC for so long as the LAFC Lease remains in effect and in no eventwill Commission or USC be or be deemed in default or breach under any of the MasterAgreements related to any other construction, alteration, renovation, or restoration activityundertaken by LAFC in compliance with the LAFC Lease or, as applicable, this Agreement.

(x) District acknowledge and agrees to the terms of Section 3.4(viii) hereof.

3. Commission Agreements.

3.1. Consent. Commission hereby consents to the LAFC Lease, the execution thereof byUSC and all of the terms, covenants, conditions, provisions and agreements contained therein. Withoutlimiting or modifying Commission’s agreements set forth in this Agreement, the foregoing consent shallnot (i) amend or modify the Current USC Lease as between Commission and USC, or (ii) impose anyliability or obligation on Commission, except in each case, as expressly provided in this Agreement.Without limiting the generality of the foregoing, Commission hereby acknowledges, agrees and/orapproves, as the case may be, the following:

(i) all permitted uses available to LAFC under the LAFC Lease, including all usesavailable to LAFC under the Coliseum District Specific Plan and Soccer Stadium and ColiseumSign District, as amended for the Project as part of any Final Approvals, and all uses of theColiseum as provided in the LAFC Lease, it being expressly understood and agreed that in noevent shall (A) any such permitted uses by LAFC to the extent exercised in compliance with theLAFC Lease be deemed a default by USC or LAFC under any of the Master Agreements, (B) theexecution, delivery and performance of, and compliance with, the terms of the LAFC Lease byUSC or LAFC be deemed a breach or default by USC under any of the Master Agreements; and(C) the expiration or termination of the Current USC Lease or the termination of USC’s rights,titles or interests in the Master Premises limit, modify or adversely affect any such permitted uses;

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(ii) the Initial Term of the LAFC Lease which is coterminous with the Sports ArenaGround Lease;

(iii) that LAFC has no obligation to pay to Commission directly or indirectly any rent,additional rent or other amounts of any kind under (A) the Current USC Lease, (B) thisAgreement, except as otherwise expressly provided herein, or (C) until such time, if any, asCommission shall succeed to the interest of the landlord under the LAFC Lease pursuant to thisAgreement, under the LAFC Lease, including any amounts related to the LAFC Premises or theuse thereof for any of the permitted uses thereunder;

(iv) that LAFC has the right, pursuant to and in accordance with the LAFC Lease, to(A) pursue and obtain all Final Approvals for the Project, (B) demolish the existing Sports ArenaProperty building and improvements, including any and all personal property, trade fixtures,equipment or systems contained therein and not removed from the Sports Arena prior to USC’sdelivery of possession thereof to LAFC under the LAFC Lease, and (C) design, permit, constructand/or install (and to enter into all necessary contracts for the design, permitting, constructionand/or installation of) all Improvements related to the Project, including (1) all related on-site andoff-site improvements, subject to the terms of the OEA, and (2) subject to the sign restrictions inSection 8.2(c) of the Current USC Lease, as amended in Section 3.3.2(iv) hereof, whichrestrictions LAFC acknowledges shall inure to the benefit of Commission and will not bewaivable by USC without Commission’s approval, all on-site and off-site signage permittedunder the LAFC Lease to the extent allowed under the Soccer Stadium and Coliseum Sign Plan,in each case as the Project is finally permitted and approved by the City in connection withLAFC’s Final Approvals, and Commission acknowledges that no further approvals are requiredfrom Commission under any of the Master Agreements or otherwise in connection with theforegoing related to the Project, including any approvals under Sections 12 or 13 of the CurrentUSC Lease;

(v) that all Improvements and Stadium Equipment constructed and/or installed on theLAFC Premises shall be owned by, and remain the property of, LAFC during the entire Term ofthe LAFC Lease as provided therein;

(vi) that Commission shall have no right to receive any Project Revenue under theLAFC Lease including, without limitation, from (A) any LAFC Events or other businessoperations on or from the LAFC Premises, (B) all Stadium naming rights, signage and advertisingrights, (C) all Project Contracts, (D) any permitted use of the Coliseum under the LAFC Lease;and (E) any permitted use of District Property; provided, however, and without limiting ormodifying the terms of this clause (vi) as to LAFC, nothing in this clause (vi) will limit or modifySection 4.3 of the Current USC Lease as between Commission and USC;

(vii) LAFC’s rights of contest under the LAFC Lease and all other rights and remediesavailable to LAFC under the LAFC Lease, including all applicable cure periods available toLAFC thereunder, and all MLS and Leasehold Mortgagee’s rights and options under the LAFCLease, it being expressly understood and agreed that with respect to the LAFC Premises only, ifany obligations of USC under the Current USC Lease or any other Master Agreements withrespect to the Sports Arena Property are performed by LAFC under the LAFC Lease with respectto the LAFC Premises, then (A) LAFC’s performance thereof under the LAFC Lease shall beaccepted by Commission as the performance of USC under the Current USC Lease or applicableSports Arena Agreement, and (B) in the event any such obligation is not timely performed byLAFC under the LAFC Lease, USC will not be deemed in default under the Current USC Leaseor any other Master Agreements (and Commission will not exercise any remedies available to

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Commission thereunder related to such failure of performance) unless and until such obligationremains unsatisfied after (1) LAFC’s receipt of either (x) a Notice of Default under the LAFCLease, or (y) a notice from Commission to USC and LAFC that USC has failed to perform anobligation under the Current USC Lease that LAFC is required to but has failed to timely performin accordance with the terms of the LAFC Lease, and (2) the expiration of all applicable cureperiods and rights under the LAFC Lease;

(viii) LAFC’s rights to (A) repair, restore or rebuild the LAFC Premises, including allImprovements and Stadium Equipment thereon, and (B) receive, use and apply Loss Proceeds inthe event of any Casualty or Condemnation in accordance with and subject to the terms,conditions and priorities set forth in the LAFC Lease, which terms as to LAFC shall control overany conflicting provision in any of the Master Agreements, and with the remaining Loss Proceeds,if any, that USC is entitled to receive under the LAFC Lease, shall be allocated betweenCommission and USC (x) in accordance with the terms of the Current USC Lease with respectLoss Proceeds arising out of Casualty or (y) proportionately based on the relative value of theirrespective interests in the LAFC Premises under the Current USC Lease with respect to LossProceeds arising out of Condemnation;

(ix) the transfer by USC to LAFC of all Sports Arena Rights, including the subleaseand/or irrevocable sub-license to use all trademarks and service marks associated with the SportsArena and granted to USC by the Commission under the Current USC Lease, which shall be usedby LAFC (if at all) for the limited purpose of creating some type of on-site tribute, memorial orhonorarium to memorialize the history, tradition and memory of the Sports Arena;

(x) the Permitted Transfer provisions of the LAFC Lease and LAFC’s right to enterinto any Project Contracts, which in each case will not require further consent or approval byCommission;

(xi) the provisions of the LAFC Lease or this Agreement that specify terms,covenants, agreements, conditions or provisions contained in the Master Agreements that are notapplicable to LAFC, the LAFC Premises or any of LAFC’s permitted uses, such as, for example,the Prior USC Agreement or any other provisions in any of the Master Agreements that relatesolely to the Coliseum or Commission’s or USC’s obligations or liabilities with respect to theColiseum Property; and

(xii) LAFC’s right to use the Tenant Sign Area on the Freeway Sign for the Term ofthe LAFC Lease at no additional cost in accordance with the terms of the LAFC Lease, whichright Commission agrees shall be binding upon any future owner or lessee of the Freeway Sign,and Commission shall take such action as may be necessary or required in connection with anytransfer or succession of ownership or any other easement, lease, license or use related agreementto or with respect to the Freeway Sign (or any right, title or interest therein), to ensure that suchtransfer or succession or such easement, lease, license or use related agreement is subject toLAFC’s rights to the use of the Tenant Sign Area. Nothing in this Section 3.1(xii) will limit ormodify the terms of Section 8.2(e) of the Current USC Lease.

3.2. Conflicts. Commission acknowledges and agrees that, to the extent there is any conflictor inconsistency between the terms, conditions and provisions of the LAFC Lease Documents and theterms, conditions and provisions of the Master Agreements related to LAFC, the LAFC Premises or theLAFC Lease Rights, the terms, conditions and provisions of the LAFC Lease Documents, as the caserequires, will govern and control, and no default or breach by any party under the Master Agreements (towhich Commission is a party or is otherwise subject to or bound by) shall arise or be deemed to exist as a

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result of LAFC’s actions and performance in compliance with the terms, conditions and provisions of theLAFC Lease Documents, even if in conflict or inconsistent with the terms, conditions and provisions ofany of the Master Agreements (to which Commission is a party or is otherwise subject to or bound by).

3.3. Rights Under USC Lease.

3.3.1 To the extent (i) any USC Lease grants rights, benefits, privileges and remediesto USC which relate to the LAFC Premises or which may be required by LAFC for the full use andenjoyment of the LAFC Premises and the LAFC Lease Rights, and (ii) such rights, benefits andprivileges are not otherwise provided for directly in the LAFC Lease Documents, then Commission (and,as applicable, District) agree that LAFC shall have the benefit of all such rights, benefits and privileges,without (1) subjecting USC to any additional liability, cost or expense beyond USC’s then-existingobligations and liabilities under the USC Lease which shall remain unchanged, subject to the terms of thisAgreement, (2) limiting, modifying, waiving, releasing, terminating or otherwise adversely affecting anyParty’s rights or interests under any of the Master Agreements, and (3) USC or LAFC being deemed indefault under any of the Master Agreements, provided that such rights, benefits and privileges areexercised or used in compliance with the LAFC Lease. The terms of this Section 3.3.1 will not apply toUSC signage rights or to USC lease options (options to lease or options to extend the term under a lease),subject to the terms of the Tri-Party Agreement.

3.3.2 In addition to terms of Section 3.1.1 above, and notwithstanding anything to thecontrary contained in the USC Lease, Commission (and to the extent applicable, District) acknowledgeand agree as follows:

(i) Commission shall have no right to possess or use any portion of theLAFC Premises pursuant to Section 4.5 of the Current USC Lease.

(ii) LAFC shall have no obligation to hire or retain any employees ofCommission under Article 7 of the Current USC Lease.

(iii) Commission Events under Section 6.1 of the USC Lease apply solely tothe Coliseum and not to the LAFC Premises or the Stadium.

(iv) Commission and District acknowledge and agree that the restrictions onnaming rights, signage and advertising in Section 8.2(c) of the Current USC Lease relatedto (i) compliance with NCAA or PAC-12 rules or policies (“Collegiate Restriction{ XE"Collegiate Restriction" }”), and (ii) compliance with International Olympic Committeerules or policies (“Olympic Restriction{ XE "Olympic Restriction" }” which, togetherwith the Collegiate Restriction is sometimes collectively referred to herein as the“Signage Restrictions { XE "Signage Restrictions" } ”), are hereby modified,supplemented and clarified as follows:

(A) The Collegiate Restriction does not apply to LAFC, the LAFCLease, the LAFC Premises, MLS Games or other LAFC Events; provided,however, LAFC acknowledges that the Collegiate Restriction may apply on atemporary basis with respect to (and only during) any permitted USC use of theStadium Field pursuant to a USC Field Event; and

(B) The Olympic Restriction will apply to the Stadium only if anyOlympic event is permitted to be held at the Stadium and then only to the extent

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required under International Olympic Committee rules or policies in connectionwith such event.

Notwithstanding the foregoing, Commission and District acknowledge and agree that, ifat any time the Signage Restrictions are applicable on a temporary basis in the future,LAFC will not be required to modify, cover or remove any permanently installed exteriorsignage or advertising device or medium on the LAFC Premises, including any buildingor free-standing exterior signs, but LAFC will be deemed to comply with the applicableSignage Restrictions if it causes any violating sign or advertisement that is located in theStadium Building and is visible from the Stadium Field to be covered, turned off orotherwise not viewable from the Stadium Field during the applicable permitted USCField Event or Olympic event (and only during such event).

(v) Commission shall deliver the Landlord Reports (as defined in Section14.2 of the Current USC Lease) to LAFC simultaneous with their delivery to USC;provided, however that no failure to do so shall subject Commission to any liability.

3.4. Additional Agreements of Commission. Without limiting or modifying any other termsof this Agreement, including the consent in Section 3.1 above, and in consideration of the substantialinvestment to be made by LAFC in connection with the redevelopment of the LAFC Premises,Commission hereby acknowledges and agrees as follows:

(i) The execution, delivery, and performance of, and compliance with, the LAFCLease by USC and/or LAFC, including LAFC’s use, exercise or performance of, or compliancewith, any of the LAFC Lease Rights shall not be deemed or constitute a breach of or a defaultunder any of the Master Agreements.

(ii) Commission agrees that it will not enter into any transaction or agreement,modify or terminate any existing document or agreement, or undertake any action or proceedingwith respect to or affecting the LAFC Premises or the Project or the use or operation thereof,which would in any manner (A) conflict with the terms of the LAFC Lease Documents, includinganything that would limit, interfere with, delay or otherwise materially and adversely affectLAFC’s Lease Rights and the exercise thereof by LAFC including, without limitation, the uses ofthe LAFC Premises under the LAFC Lease, the use of any portions of the District Propertypursuant to this Agreement, the OEA or any other agreement mutually approved by District andLAFC with respect to any use of the District Property and the operation of any permitted businessoperation, event or activity on the LAFC Premises as provided in the LAFC Lease Documents, (B)subject LAFC to any additional cost, liability or expense not otherwise expressly provided in orcontemplated by the LAFC Lease Documents, or (C) unreasonably interfere with, prevent, delayor disrupt any construction or maintenance activities being performed by or on behalf of LAFC inaccordance with the terms of the LAFC Lease, including any Final Approvals obtained by LAFCin connection therewith.

(iii) Commission agrees to cooperate with LAFC in all reasonable respectsconcerning the effectuation of any activity permitted by the LAFC Lease Documents that mayrequire the participation of Commission either as ground tenant under the Sports Arena GroundLease or landlord under the Current USC Lease or with respect to any matter requiring theconsent of Commission under any of the Master Agreements, including LAFC’s efforts to obtainall Final Approvals required by LAFC (A) for the Project and LAFC’s use of the LAFC Premisesas required by LAFC under and pursuant to the LAFC Lease, (B) to perform any Construction,Restoration or other maintenance or repair work, including necessary replacements permitted

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under the LAFC Lease, (C) with respect to its contest rights under the LAFC Lease, and (D) toaccomplish any tax division contemplated under the LAFC Lease to cause the LAFC Premises tobe separately assessed from the balance of the Master Premises. Notwithstanding the foregoing,Commission’s obligation to cooperate will not apply to the extent that any matter requiringCommission’s cooperation would (1) materially and adversely affect the Commission or itsinterest in the Master Premises, (2) subject Commission to any material cost, expense, obligationor liability, or (3) render Commission or any portion of the Master Premises to be in violation ofany applicable Laws, and except as provided herein, Commission’s cooperation shall not beunreasonably withheld, conditioned or delayed. If Commission reasonably determines that anymatter for which LAFC requires its cooperation hereunder would result in a situation described inany of clauses (1), (2) or (3) above, then Commission shall promptly notify LAFC andCommission and LAFC shall thereafter agree to meet and confer to resolve such matter toCommission’s reasonable satisfaction. Subject to the terms of this Section 3.4(iii), in connectiontherewith, Commission agrees to (a) review any submittals furnished by LAFC, (b) execute anyapplication or petition required to be signed by Commission as landlord under the Current USCLease or tenant under the Sports Arena Ground Lease, (c) execute, consent to or acknowledgeany public utility easements or agreements required to provide utility service to the LAFCPremises, including all Improvements located thereon, in such form as may be reasonablyacceptable to Commission, and (d) execute a waiver, disclaimer or subordination, as the case maybe, in favor of any Leasehold Mortgagee, holder of any Equipment Lien or other bona fide thirdparty lender providing financing to LAFC, of any ownership and/or lien rights whichCommission may have or claim in connection with (I) any salvage material from demolition ofthe Sports Arena, (II) all Improvements made to the LAFC Premises during the Term of theLAFC Lease, including the Stadium (other than Commission’s reversionary interest therein), (III)all Stadium Equipment acquired and/or installed by or on behalf of LAFC (other thanCommission’s reversionary interest therein to the extent that any Stadium Equipment constitutesa real property fixture), (IV) all of LAFC’s FF&E, and (V) any other tangible and intangibleproperty of LAFC, including, without limitation, plans, specifications, Project Contracts, ProjectRevenues, inventory, accounts, books, records or other assets. Commission’s agreements in thisSection 3.4 shall be without cost or expense to Commission, and LAFC agrees to (x) indemnify,defend and hold Commission harmless from and against any and all claims, demands, damages,liabilities, costs and expenses (including reasonable attorneys’ fees) which Commission may pay,suffer or incur by cooperating with LAFC hereunder, and (y) reimburse Commission for allreasonable third party out-of-pocket costs and expenses incurred by Commission in connectionwith its performance under this paragraph.

(iv) Commission hereby agrees that Sections 12 and 13.1 of the Current USC Leasewill not apply to LAFC, the LAFC Lease, the LAFC Premises or serve to limit, modify oradversely affect LAFC’s Lease Rights, and Commission hereby waives all terms, notices,covenants, conditions and provisions in any of the Master Agreements related to the closure andredevelopment of the Sports Arena, including any termination rights that Commission may havethereunder, including any termination right under Section 12.2 of the Current USC Lease.Anything in any of the Master Agreements to the contrary notwithstanding, Commissionacknowledges that the Project is an authorized redevelopment of the Sports Arena Property andthat, in conjunction with USC’s delivery of the LAFC Premises to LAFC under the LAFC Lease,USC may cease operations of the Sports Arena. The terms of the foregoing waiver shall inure tothe benefit of USC for so long as the LAFC Lease remains in effect and in no event will USC beor be deemed in default or breach under any of the Master Agreements related to the closure ofthe Sports Arena and the Initial Development of the Stadium by LAFC under and pursuant to theLAFC Lease or to any other construction, alteration, renovation or restoration activity undertakenby LAFC in compliance with the LAFC Lease or, as applicable, this Agreement.

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(v) Commission hereby acknowledges and agrees that it will not have the right to theuse of any patents, tradenames, trademarks, trade secrets, copyrights or other intellectual propertyowned by LAFC or MLS in any context without the prior written consent of LAFC.

(vi) Commission acknowledges and agrees with the terms of Section 2.4(viii) above.

(vii) Anything to the contrary in the Master Agreements notwithstanding, after theInitial Development of the Project, Commission will have no further approval rights with respectto any alterations, additions or improvements on the LAFC Premises, including any Constructionthat is internal to any building, except in connection with any material exterior building alteration,improvement or addition or any expansion of the Stadium Building. The terms of the foregoingwaiver of approval rights shall inure to the benefit of USC for so long as the LAFC Lease remainsin effect and in no event will USC be or be deemed in default or breach under any of the MasterAgreements related to any other construction, alteration, renovation, or restoration activityundertaken by LAFC in compliance with the LAFC Lease or, as applicable, this Agreement.

(viii) Commission acknowledges and agrees that the thirty (30) day time period setforth in Section 13.4 of the Current USC Lease will, with respect to the LAFC Lease and LAFCPremises, be amended to ninety (90) days (but in any case within fifteen (15) days after receipt ofnotice of commencement of any foreclosure proceedings).

3.5 Closing Ceremony. LAFC agrees to cooperate with Commission with respect to thescheduling of a closing ceremony that Commission would like to host, at Commission’s expense, withrespect to the Sports Arena prior to the demolition of the Sports Arena; provided, however, Commissionacknowledges that such cooperation and scheduling cannot unreasonably delay LAFC’s constructionschedule for the Stadium Project.

4. Recognition, Non-Disturbance and Attornment.

4.1. Recognition and Non-Disturbance. As a material inducement to LAFC to enter into theGround Lease and to make a substantial investment in the LAFC Premises in connection with theredevelopment of the Sports Arena Property (and the development, construction, operation and use of theProject and Stadium) based on a sub-subleasehold interest in the LAFC Premises, the District andCommission have agreed to provide LAFC with the following recognition and non-disturbanceagreements and assurances:

(i) If, during the Initial Term of the LAFC Lease, (A) the Sports Arena GroundLease terminates, and/or (B) the interest of the Commission in the LAFC Premises is terminated,and if at such time the USC Lease remains in effect, then:

(1) the USC Lease will continue as a direct lease with District;

(2) District acknowledges and agrees that the LAFC Lease Documents (andall of LAFC’s Lease Rights) will remain unchanged and continue in full force and effectwith the LAFC Lease then being a sublease between USC and LAFC; and

(3) this Agreement, including District’s recognition and non-disturbanceagreements contained herein with respect to LAFC, the LAFC Lease Documents and theLAFC Lease Rights, shall remain unchanged and in full force and effect in accordancewith their respective terms, except that Commission shall have no further rights under anyof the LAFC Lease Documents or Master Agreements.

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(ii) If, during the Initial Term of the LAFC Lease, (A) the USC Lease expires,terminates (whether in whole or in part as to the LAFC Premises) or is nullified, and/or (B) theinterest of USC in the LAFC Premises is terminated, and if at such time the Sports Arena GroundLease remains in effect, then:

(1) the Sports Arena Ground Lease will continue as a direct lease betweenDistrict and Commission;

(2) District acknowledges and agrees that (a) the LAFC Lease Documents(and all of LAFC’s Lease Rights) will remain unchanged and continue in full force andeffect with the LAFC Lease then being a sublease between Commission and LAFC, and(b) this Agreement, including District’s recognition and non-disturbance agreementscontained herein with respect to LAFC, the LAFC Lease Documents and the LAFCLease Rights, shall remain unchanged and in full force and effect in accordance with theirrespective terms, except that USC will have no further rights under any of the LAFCLease Documents or Master Agreements; and

(3) Commission agrees that (a) the LAFC Lease and LAFC Lease Rightswill not be terminated or disturbed in any manner, (b) the LAFC Lease will be recognizedby Commission as a direct lease between Commission and LAFC in accordance with allof the terms, conditions and provisions of the LAFC Lease, and (c) the LAFC LeaseDocuments (and all of LAFC’s Lease Rights) will remain unchanged and continue in fullforce and effect, except that USC will have no further rights under any of the LAFCLease Documents.

The foregoing recognition agreement is not intended to limit any remedies available to thelandlord under the LAFC Lease in the event of a Default by LAFC thereunder which continuesafter receipt of a Notice of Default by LAFC, MLS and any Leasehold Mortgagee and theexpiration of any applicable cure period or cure rights thereunder.

(iii) If, at any time during the Term of the LAFC Lease, including any ExtensionTerm, (A) the USC Lease expires or terminates (whether in whole or in part as to the LAFCPremises), and/or (B) the interest of USC in the LAFC Premises is terminated, and if at such timethe USC Lease was a direct lease between District and USC as a result of the prior expiration ortermination of the Sports Arena Ground Lease and/or Commission’s rights and intereststhereunder (i.e., all Master Leases have expired or terminated), then District agrees that (1) theLAFC Lease and LAFC Lease Rights will not be terminated or disturbed in any manner, (2) theLAFC Lease will be recognized by District as a direct lease between District and LAFC inaccordance with all of the terms, conditions and provisions of the LAFC Lease, and (3) the LAFCLease Documents (and all of LAFC’s Lease Rights) will remain unchanged and continue in fullforce and effect, except that Commission and USC will have no further rights under any of theLAFC Lease Documents or Master Agreements. The foregoing recognition agreement is notintended to limit any remedies available to the landlord under the LAFC Lease in the event of aDefault by LAFC thereunder which continues after receipt of a Notice of Default by LAFC, MLSand any Leasehold Mortgagee and the expiration of any applicable cure period or cure rightsthereunder.

4.2. Non-Disturbance. Without limiting or modifying the terms of Section 4.1 above, theParties acknowledge and agree that for so long as the LAFC Lease is in full force and effect and noDefault remains uncured by LAFC under the LAFC Lease after receipt of Notice of Default by LAFC,MLS and any Leasehold Mortgagee and the expiration of any applicable cure period or cure rights

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thereunder, the LAFC Lease Documents and all LAFC Lease Rights will continue in full force and effectin accordance with their respective terms and shall not be terminated, interfered with, disturbed, impaired,diminished, or otherwise adversely affected in any manner as a result of (i) the expiration or terminationof any Master Lease, (ii) the exercise of any right or remedy available to District or Commission, as thecase may be, against the tenant under any of the Master Leases or otherwise in connection with any of theMaster Agreements, or (iii) any other act or omission of District or Commission. If any action orproceeding is commenced by District or Commission pursuant to any of the Master Agreements, LAFCshall not be named as a party therein unless such joinder shall be required by Law, and LAFC shall notthereby be subjected or exposed to any liability, cost or expense, and such joinder shall in no event createor cause a result which is contrary, inconsistent with or in violation of the preceding sentence in thisSection 4.2, and such action or proceeding shall be made subject to the LAFC Lease Documents and all ofthe LAFC Lease Rights thereunder. For clarity, the Parties further acknowledge and agree that a defaultby LAFC under any of the LAFC Lease Documents (other than the LAFC Lease) will in no event bedeemed a default by LAFC under the LAFC Lease without in any manner limiting or modifying theremedies available to a non-defaulting Party under any of the other LAFC Lease Documents.

4.3. Attornment. LAFC agrees that if District or Commission or any successor to either Partysucceeds to landlord’s interest under the LAFC Lease pursuant to Section 4.1 hereof (a “SuccessorLandlord{ XE "Successor Landlord" }”), LAFC will recognize and attorn to the Successor Landlord aslandlord under the LAFC Lease as provided herein. Such attornment shall be self-operative without thenecessity of the execution of any additional documentation. LAFC agrees, however, to execute anyreasonable confirmatory instrument requested by a Successor Landlord to acknowledge such attornment.The Successor Landlord shall recognize and be bound to LAFC under all of the terms, covenants,provisions and conditions of the LAFC Lease in accordance with and subject to the terms of Sections 4.1and 4.2 above; provided, however, notwithstanding any contrary term or provision in this Agreement, aSuccessor Landlord will not be: (i) liable for any act or omission of any prior landlord or any other personor entity, or obligated to cure any then-existing breach or default by any prior landlord under the LAFCLease except to the extent that any Non-Monetary Default is continuing at the time of succession (a“Continuing Default{ XE "Continuing Default" }”) such that, upon the giving of notice to SuccessorLandlord and the expiration of any applicable cure period, such Continuing Default remains uncured, thensuch Continuing Default will constitute a Default by Successor Landlord under the LAFC Lease; (ii)subject to any offsets, defenses or claims which LAFC may have against any prior landlord, except that(A) to the extent a Successor Landlord pursues any claim under the LAFC Lease attributable to a periodprior to the date of succession, then LAFC will not be waiving any rights hereunder with respect to anysuch pre-succession claim, and (B) a Successor Landlord will have no right, title or interest in any RentSet-Off Amount held in escrow under the LAFC Lease at the time of succession and nothing herein willlimit or modify LAFC’s rights with respect to such funds; (iii) liable to LAFC for any Trust Funds orother amounts paid to and/or held by any prior landlord (or any other party on behalf of any prior landlord)except to the extent such Trust Funds or other amounts have been transferred to the Successor Landlord;(iv) bound by any pre-payments made by LAFC under the LAFC Lease, other than rents and otherpayments for the then-current rent payment period required to be made in advance under the terms of theLAFC Lease, or any Rent Set-Off Amount deposited into escrow thereunder with respect to such period;or (v) bound by any amendment or modification that would materially and adversely affect a SuccessorLandlord, consisting of any such amendment or modification that (A) decreases rent obligations in anymaterial respect, (B) decreases Tenant’s obligations or liabilities or Landlord’s rights or remedies, in anymaterial respect, or (C) increases Landlord’s obligations or liabilities or Tenant’s rights or remedies inany material respect.

4.4. Notice and Cure Rights. District agrees to provide LAFC with a copy of any and allnotices (or other material correspondence, or communications) of any kind delivered or received by suchParty under or related to any of the Master Agreements or any portion of the District Property that may

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affect LAFC, the LAFC Premises, the LAFC Lease Documents or the LAFC Lease Rights, including (A)matters related to parking or scheduling rights or issues, (B) all default notices under any of the MasterAgreements, (C) any other matters related to Exposition Park, including events, meetings, hearings orother material matters, and (D) Real Estate Taxes (including any bill or statement or any reassessmentnotice received by such Party) affecting the LAFC Premises; provided, however, District’s failure to giveLAFC notice shall not limit or modify District’s rights under any applicable Master Agreement.Commission agrees to provide LAFC with a copy of any and all notices delivered by or to Commissionthat may affect the LAFC Lease Documents, including all default notices under any of the MasterAgreements; provided, however, Commission’s failure to give LAFC notice shall not limit or modifyCommission’s rights under any applicable Master Agreement or impose any obligations uponCommission. Without limiting or modifying the foregoing:

(i) District agrees to deliver written notice to LAFC with respect to (A) any defaultby USC under any of the Master Agreements by USC, which notice will be delivered to LAFCconcurrently with District’s delivery of any notice of default to USC and contain a description ofthe nature and extent of such default, (B) the commencement of any legal action by Districtagainst USC under any of the Master Agreements, (C) any proposed cancellation or terminationof a Master Agreement, which notice shall be delivered to LAFC at least fifteen (15) days prior tothe effective date of such cancellation or termination, and (D) any proposed transfer of a MasterAgreement or the Master Premises (or any interest in either) by any party thereto, which noticeshall be delivered to LAFC at least fifteen (15) days prior to the effective date of such transferand shall contain a description of the interest being transferred and the transferee thereof. Districtagrees that LAFC shall have the right (but not the obligation) to cure any default by USC underany Master Agreement within the same amount of time that USC may have to cure such default,with such period commencing after the expiration of USC’s applicable cure period thereunderand USC’s failure to either cure such default or to commence to cure such default and thereafterto diligently prosecute the cure thereof to completion, in which event District agrees to acceptsuch cure as fully as if such cure had been paid or performed by USC, and USC shall reimburseLAFC for any reasonable amount paid and any reasonable expense or contractual liability soincurred in accordance with the terms of Section 23.8.2 of the LAFC Lease.

(ii) Commission agrees to deliver written notice to LAFC with respect to (A) anydefault by USC under the Current USC Lease, which notice will be delivered to LAFCconcurrently with Commission’s delivery of any notice of default to USC and contain adescription of the nature and extent of such default, (B) the commencement of any legal action byCommission against USC under the Current USC Lease, (C) any proposed cancellation ortermination of the Current USC Lease, which notice shall be delivered to LAFC at least fifteen(15) days prior to the effective date of such cancellation or termination, and (D) any proposedtransfer of the Current USC Lease or the Master Premises (or any interest in either) by eitherCommission or USC, which notice shall be delivered to LAFC at least fifteen (15) days prior tothe effective date of such transfer and shall contain a description of the interest being transferredand the transferee thereof. Commission agrees that LAFC shall have the right (but not theobligation) to cure any default by USC under the Current USC Lease within the same amount oftime that USC may have to cure such breach, with such period commencing after the expirationof USC’s applicable cure period thereunder and USC’s failure to either cure such default or tocommence to cure such default and thereafter to diligently prosecute the cure thereof tocompletion, in which event Commission agrees to accept such cure as fully as if such cure hadbeen paid or performed by USC, and USC shall reimburse LAFC for any reasonable amount paidand any reasonable expense or contractual liability so incurred in accordance with the terms ofSection 23.8.2 of the LAFC Lease.

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The Parties acknowledge and agree that nothing contained in this Section 4.4 shall in any manner bedeemed to limit, modify, release, waive, terminate or otherwise adversely affect any of the other termsand provisions of this Agreement.

4.5. Termination or Modification of Master Agreements. District and Commission agree that anyMaster Agreement to which it is a party will not be terminated (by mutual and voluntary assent, as opposed topursuant to a vested termination right contained therein as of the Effective Date of this Agreement), modifiedor amended during the Term of the LAFC Lease in any manner that would materially and adversely affectLAFC without the prior written consent of LAFC as hereinafter provided. The Parties acknowledge thatLAFC’s consent may be withheld in its sole and absolute discretion with respect to any termination of aMaster Agreement or with respect to any amendment or modification thereof, but only to the extent that suchamendment or modification would (i) terminate, decrease, limit, impair, restrict, interfere with, prevent, delayor otherwise materially and adversely affect LAFC’s Lease Rights and the exercise thereof by LAFCincluding, any permitted uses under the LAFC Lease Documents, the operation of any permitted businessoperation, event or activity on the LAFC Premises as provided in the LAFC Lease Documents and/or anyremedy available to LAFC, (ii) subject LAFC to any additional cost or expense not otherwise expresslyprovided in or contemplated by the LAFC Lease Documents, including anything that would increase LAFC’sobligations or liabilities under the LAFC Lease Documents, or (iii) unreasonably interfere with, prevent,delay or disrupt any construction or maintenance activities being performed by or on behalf of LAFC inaccordance with the terms of the LAFC Lease and any Final Approvals obtained by LAFC in connectiontherewith; otherwise LAFC shall have no approval or consent right with respect to any termination,modification or amendment of any Master Agreement. District and Commission further agree that anymodification of the Master Agreements made in violation or breach of this Section 4.5 shall not be bindingupon, and shall be of no force or effect with respect to, LAFC, the LAFC Lease, the LAFC Premises or theLAFC Lease Rights.

5. Representations and Warranties of LAFC. LAFC represents, warrants and covenantsto District and Commission as follows:

5.1. Organization and Authority. LAFC is duly organized, validly existing and ingood standing under the Laws of the State of Delaware. LAFC is authorized to transact businessin the State of California. LAFC has full power and authority to enter into and perform thisAgreement in accordance with its terms, and the persons executing this Agreement on behalf ofLAFC have been duly authorized to do so, and neither the execution of this Agreement nor theconsummation of the transactions they contemplate violates or will result in a violation of (i) anyagreement (including LAFC’s organizational documents) or contract to which LAFC is a party oris bound, (ii) any judgment, order, writ, injunction or decree issued against or imposed uponLAFC, or (iii) any applicable Law. This Agreement constitutes the valid, legal and bindingagreements and obligations of LAFC enforceable against LAFC in accordance with the termshereof.

5.2. LAFC Lease. Exhibit C attached hereto is a true, correct and complete copy ofthe LAFC Lease, which together with the other LAFC Lease Documents and Master Agreementsconstitute the entire agreement of LAFC with respect to the lease and use of the LAFC Premises.As of the Effective Date of this Agreement, the LAFC Lease has not been amended or modifiedin any manner or respect.

6. Representations, Warranties and Covenants of District. The District represents andwarrants to LAFC as follows:

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6.1. Due Authorization and Execution. District is duly organized, validly existingand in good standing under the Laws of the State of California, and authorized to transactbusiness in, the State of California. District has full power and authority to enter into andperform this Agreement in accordance with its terms, and the persons executing this Agreementon behalf of District have been duly authorized to do so, and neither the execution of thisAgreement nor the consummation of the transactions they contemplate violates or will result in aviolation of (i) any agreement (including District’s organizational documents), contract, or othercovenant, condition or restriction to which District is a party or is bound, including the MasterAgreements, (ii) any judgment, order, writ, injunction or decree issued against or imposed uponDistrict, the Master Premises or any other portion of the District Property, or (iii) any applicableLaw. This Agreement constitutes the valid, legal and binding agreements and obligations ofDistrict enforceable against District in accordance with the terms hereof.

6.2. Master Agreements. Exhibit N-1 (Commission Ground Leases), Exhibit N-2(Current USC Lease), Exhibit N-3 (USC NDA), Exhibit N-4 (Sports Arena Option Agreement)and Exhibit N-5 (Joint Powers Agreement) in the forms attached to the LAFC Lease are true,correct and complete copies of the Master Agreements, and the Master Agreements constitute theentire agreement of District, Commission and USC with respect to Commission’s lease of theMaster Premises from District, USC’s sublease of the Master Premises from Commission, USC’sright to directly lease the Master Premises from District following the expiration or earliertermination of the Current USC Lease, and USC’s use, parking and scheduling rights inExposition Park. As of the Effective Date of this Agreement: (i) the Master Agreements have notbeen amended or modified in any manner or respect, except as set forth on said Exhibits N-1through N-5 of the LAFC Lease, and except as provided in the LAFC Lease Documents; (ii) nonotice of default or termination has been given or received by District under any of the MasterAgreements, no default or event of default exists as of the Effective Date of this Agreement, andno act, event or condition has occurred which, with the giving of notice or passage of time, orboth, will give rise to a default or event of default by any party to the Master Agreements after theEffective Date hereof, and each of the Master Agreements is in full force and effect and has notbeen terminated; (iii) other than the Commission Ground Leases, District has not entered into anylease or other occupancy agreement regarding the Master Premises, and has not approved and hasno knowledge of any other lease, sublease or occupancy agreement in effect with respect to, orany option to lease or purchase any portion of the, Master Premises, other than the Current USCLease and the LAFC Lease; (iv) District has not made any assignment, transfer or otherdisposition of any of the Master Agreements or its interest therein; and (v) District is the feeowner of the Master Premises, the Master Premises is free of any mortgage or other lien, claim, orencumbrance that is or would be superior to the Master Agreements or any of the LAFC LeaseDocuments, and there exist no other Persons possessing any applicable right, title or interest inand to any portion of the Master Premises that is required to be a party to this Agreement in orderto render any of the terms hereof effective and binding as to District or which has or may haveany right to consent or approve the terms hereof which are binding upon District and the MasterPremises.

7. Representations, Warranties and Covenants of Commission. The Commissionrepresents and warrants to LAFC as follows:

7.1. Due Authorization and Execution. The Commission is duly organized, validlyexisting and in good standing under the Laws of the State of California pursuant to the JointPowers Agreement and authorized to transact business with respect to Master Premises in, theState of California. Commission has full power and authority to enter into and perform thisAgreement in accordance with its terms, and the persons executing this Agreement on behalf of

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Commission have been duly authorized to do so, and neither the execution of this Agreement northe consummation of the transactions they contemplate violates or will result in a violation of (i)any agreement (including the Joint Powers Agreement), contract, or other covenant, condition orrestriction to which Commission is a party or is bound, including the Master Agreements, (ii) anyjudgment, order, writ, injunction or decree issued against or imposed upon Commission, theMaster Premises or any other portion of the District Property as to which Commission has actualknowledge, or (iii) any applicable Law. This Agreement constitutes the valid, legal and bindingagreements and obligations of Commission enforceable against Commission in accordance withthe terms hereof.

7.2. Master Agreements. Exhibit N-1 (Commission Ground Leases), Exhibit N-2(Current USC Lease), and Exhibit N-5 (Joint Powers Agreement) in the forms attached to theLAFC Lease are true, correct and complete copies of such documents. The Sports Arena GroundLease and the Current USC Lease constitute the entire agreement of District and Commissionwith respect to Commission’s lease of the Master Premises from District, and the entireagreement between Commission and USC with respect to USC’s sublease of the Master Premisesfrom Commission. As of the Effective Date of this Agreement: (i) the Master Agreements havenot been amended or modified in any manner or respect, except as set forth on said Exhibits N-1through N-5 of the LAFC Lease, and except as provided in the LAFC Lease Documents; (ii) nouncured notice of default or termination has been given or received by Commission under any ofthe Master Agreements, to Commission’s knowledge no default or event of default exists as ofthe Effective Date of this Agreement, and to Commission’s knowledge no uncured act, event orcondition has occurred which, with the giving of notice or passage of time, or both, will give riseto a default or event of default by any party to the Master Agreements after the Effective Datehereof, and each of the Master Agreements is in full force and effect and has not been terminated;(iii) other than the Commission Ground Leases and the Current USC Lease, Commission has notentered into any currently effective lease, sublease or other occupancy agreement regarding theMaster Premises, and has not approved and has no knowledge of any other currently effectivelease, sublease or occupancy agreement in effect with respect to, or any option to lease orpurchase any portion of the, LAFC Premises, other than the LAFC Lease; (iv) Commission hasnot made any assignment, transfer or other disposition of any of the Master Agreements or itsinterest therein; and (v) Commission has no knowledge of any mortgage or other lien, claim, orencumbrance that is or would be superior to the Master Agreements or any of the LAFC LeaseDocuments, and to Commission’s knowledge there exist no other Persons possessing anyapplicable right, title or interest in and to any portion of the Master Premises that is required to bea party to this Agreement in order to render any of the terms hereof effective and binding as toCommission or which has or may have any right to consent or approve the terms hereof which arebinding upon Commission and the LAFC Premises.

8. Event Scheduling and Priority. All Exposition Park entities shall be obligated tocalendar and coordinate all events with the Exposition Park Manager who shall be an individualappointed by the Governor of the State of California. If the individual appointed by the Governor asExposition Park Manager is concurrently an employee of (or otherwise then affiliated with) an ExpositionPark entity (such Exposition Park entity, solely for purposes of this Section 8, a “Related Entity{ XE"Related Entity" }”) and if a determination is made by the Exposition Park Manager under this Agreementin favor of the Related Entity with which determination one or more other Exposition Park entities shalldisagree, the dispute shall be submitted to the Secretary of the Natural Resources Agency fordetermination in a timely manner. For purposes of this Section 8, each day of a multi-day Museum Event,Special Event or Major Event shall be considered a separate Museum Event, Special Event or MajorEvent for purposes of scheduling.

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8.1. Priorities. The scheduling of Special Events and Major Events in ExpositionPark shall be on a “first-come, first-served” basis except as expressly set forth in this Section 8.1and subject to Section 8.5 below.

8.1.1 USC shall have priority for calendaring its USC Home Football Games,as well as USC’s annual “Spring Game”, any NFL Games, Olympics or SpecialOlympics to be held in the Coliseum above all other Special Events and Major Events tobe held in Exposition Park (collectively, “Coliseum Priority Events{ XE "ColiseumPriority Events" }”), including priority over the events described in Sections 8.1.2, 8.1.3,8.1.4 and 8.1.5 below. USC shall provide its schedule for Coliseum Priority Events(other than Olympics and Special Olympics) as soon as such schedule is available andshall update it with the Exposition Park Manager as changes to the schedule are made,using commercially reasonable efforts to communicate such updates within three (3)business days of receipt of any such schedule changes.

8.1.2 Commission shall have priority for calendaring one Commission Event(as defined in the Current USC Lease) each year consisting of its annual July 4th

celebration held at the Coliseum Property (the “Commission Priority Event”) above allother Special Events and Major Events to be held in Exposition Park, other thanColiseum Priority Events. Commission shall provide the Park Manager with its proposeddate for the Commission Priority Event as soon as such date is available.

8.1.3 LAFC shall have priority for calendaring MLS Home Games (ashereinafter defined) above all other Special Events and Major Events to be held inExposition Park, other than Coliseum Priority Events and the Commission Priority Event(“MLS Home Game Priority Events{ XE "MLS Home Game Priority Events" }”) or asotherwise expressly provided in the LAFC Lease, including priority over the eventsdescribed in Sections 8.1.4, 8.1.5 and 8.1.6 below. LAFC shall provide its schedule forMLS Home Games as soon as such schedule is available and shall update it with theExposition Park Manager as changes to the schedule are made, using commerciallyreasonable efforts to communicate such updates within three (3) business days of receiptof any such schedule changes. The Parties acknowledge that MLS shall be a directintended third party beneficiary of LAFC’s event scheduling rights provided in thisAgreement with respect to the LAFC Special Events that include any MLS Games.

8.1.4 Each of the Natural History Museum, California Science Center andCAAM shall have priority to schedule up to three (3) Museum Events each year anddesignate such Museum Events as “Significant Museum Priority Events { XE"Significant Museum Priority Events" }” that preclude any other USC or LAFC Eventfrom being subsequently scheduled for the same date and at times that coincide oroverlap with the time of such Significant Museum Priority Event, provided that (i)Significant Museum Priority Events cannot preclude a Coliseum Priority Event, theCommission Priority Event, a MLS Home Game Priority Event or other Events alreadyscheduled on the Exposition Park calendar (“Prior Scheduled Events { XE "PriorScheduled Events" }”), (ii) in no event will such preclusion occur more than two (2)Saturdays in any given calendar month, and (iii) with respect to the Natural HistoryMuseum, the Natural History Museum will use its best efforts to ensure that only one ofits three Significant Museum Priority Events per year, if any, will occur on a weekendday.

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8.1.5 In addition to the Significant Museum Priority Events, each of CaliforniaScience Center and CAAM shall have priority to schedule up to nine (9) Museum Eventseach year (the “Additional Museum Events{ XE "Additional Museum Events" }”),provided that Additional Museum Events cannot preclude Coliseum Priority Events, theCommission Priority Event, MLS Home Game Priority Events, Significant MuseumPriority Events or any Prior Scheduled Events. If an Additional Museum Event isscheduled, USC or LAFC may schedule an event or Special Event that coincides oroverlaps with the Additional Museum Event, so long as the anticipated attendance for theUSC or LAFC event or Special Event does not exceed 16,000. If USC or LAFC wishesto schedule a Special Event with an attendance in excess of 16,000 or a Major Event, andsuch Special Event or Major Event would coincide or overlap with a scheduledAdditional Museum Event, USC or LAFC, as the case may be, and the Exposition Parkentity that scheduled such Additional Museum Event shall use best efforts in good faithto achieve a commercially reasonable coordination of the two events so as not to precludeeither event. To the extent such events would coincide or overlap and cannot reasonablybe coordinated to both occur concurrently, the parties agree to use reasonable efforts todetermine if the Additional Museum Event can be moved without significant adverseimpact to California Science Center or CAAM at the expense of USC or LAFC, as thecase may be, and/or the event promoter and, if so, the Additional Museum Event shall bemoved. To the extent such events would coincide or overlap and cannot be coordinatedto both occur concurrently, and if the Additional Museum Event cannot be movedwithout significant disruption to California Science Center or CAAM, and therefore theUSC or LAFC Event, as the case may be, over 16,000 in attendance cannot occur, in noevent will such preclusion occur more than two (2) Saturdays in any given calendarmonth.

8.1.6 In addition to the Significant Museum Priority Events and AdditionalMuseum Events, (i) each of California Science Center and CAAM shall have priority tocalendar up to twelve (12) Special or Major Events each year, (ii) the Natural HistoryMuseum shall have priority to calendar up to twenty-one (21) Special or Major Eventseach year, and (iii) the EXPO Center shall have priority to calendar up to twenty-four (24)Special or Major Events each year, as long as, in each case, such Special or Major Eventsdo not interfere with any Coliseum Priority Events, the Commission Priority Event, MLSHome Game Priority Events, Significant Museum Priority Events or any other PriorScheduled Events. Such calendaring priority shall also be subject to Section 8.2 below.As between Additional Museum Events, Museum Events that are Special Events andMuseum Events that are Major Events, the scheduling priority shall be equal based on“first in time.”

8.1.7 Subject to the foregoing priorities, each of the Exposition Park entitiesmay, at their sole discretion, calendar any other event, and the parking for any such eventso calendared by an Exposition Park entity shall be subject to Section 9 below.

8.2. Timing of Requests. By January 31st of each year, each of the Exposition Parkentities shall provide the Exposition Park Manager with their scheduling requests for thefollowing twenty-four (24) months to the extent known at that time. The scheduling of one (1)Additional Museum Event, Special Event or Major Event shall not preclude the scheduling ofconcurrent Additional Museum Events, Special Events or Major Events unless the AdditionalMuseum Events, Special Events or Major Events planned by various Exposition Park entitiescoincide or overlap (other than the coincidence/overlap expressly provided for in Section 8.1.4above) such that, in the reasonable determination of the Exposition Park Manager, there is not

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sufficient parking within Exposition Park and, to the extent offered by USC with respect to aUSC Event or otherwise available in connection with an LAFC Event pursuant to the LAFCLease, on the USC campus to accommodate all of the Necessary Parking Spaces for theAdditional Museum Events, Special Events or Major Events, in which case the priority fordetermining which Additional Museum Events, Special Events or Major Events are rescheduledwill be based on the order in which the Additional Museum Events, Special Events or MajorEvents were placed on the Exposition Park calendar (subject to the priorities set forth in Section8.1 above). To the extent coinciding/overlapping Museum Events and Events occur, theExposition Park entities sponsoring such events agree to use commercially reasonable efforts toensure that any detrimental impact on the customer experience is minimized. Subject to the rightsof the parties as set forth herein, conflicting requests for scheduling Additional Museum Eventsand Events, if any, shall first be attempted to be resolved among the entities scheduling suchevents, in good faith and, if unable to be resolved between such entities shall be resolved by theExposition Park Manager, subject to the first paragraph of this Section 8 above.

8.3. Events by Manager. The Exposition Park Manager independently may also placeevents on the Exposition Park calendar, subject to all of the priorities described in Section 8.1above, and provided that no such event may preclude any Exposition Park entity from schedulingan event that coincides or overlaps with an event independently scheduled by the Exposition ParkManager. If any swap meets are scheduled in Parking Lots 1- 6, load out must be completed by4:00 p.m. and Parking Lots, 4, 5, and 6 should only be used if Parking Lots 1, 2 and 3 all areunavailable due to other events in Exposition Park. No more than six (6) swap meets may be heldin Parking Lots 1 - 6 in any given year.

8.4. Consistent Conflicts. Section 6.1(g) of the USC NDA as to USC shall relatesolely to the Coliseum and shall be interpreted to exclude all references to the Sports Arena andany Events held at the Sports Arena. Notwithstanding anything in Sections 8.1 through 8.4hereof to the contrary, if, at any time after the opening of the Stadium, LAFC is able todemonstrate that it has lost Events that could have been scheduled at the Stadium and that suchlost opportunities were reasonably attributable to calendaring conflicts between LAFC and theother Exposition Park entities, then at any time thereafter, at the written request of LAFC (whichmay be via email), LAFC and District shall meet and confer to negotiate an amendment to thisSection 8 to address the scheduling of Museum Events with under 3,000 in attendance, whichamendment shall be reasonably satisfactory to both LAFC and District. If: (i) following LAFC’srequest to meet and confer, LAFC and District do not reach agreement on such scheduling and/orhave not executed an amendment to this Agreement memorializing such new scheduling on orbefore the date that is six (6) months after the date of LAFC’s written request to meet and confer;or (ii) the provisions of Section 6.1(g) of the USC NDA shall apply, then Section 8.1.3 hereof andSection 6.1(c)(i) of the USC NDA automatically shall be amended and restated to read as follows:

“The Natural History Museum, California Science Center and CAAMcollectively shall have priority to schedule up to six (6) Museum Events eachyear and designate such Museum Events as “Significant Museum Events” thatpreclude any other USC or LAFC event from being subsequently scheduled forthe same date and at times that coincide or overlap with the time of suchSignificant Museum Event, provided that (A) Significant Museum Events cannotpreclude [in the USC NDA add: USC Home Football Games, NFL Games,Olympics, Special Olympics, the Commission Priority Event (as defined inthe LAFC NDA), MLS Games (as defined in the LAFC NDA) or otherEvents already scheduled on the Exposition Park calendar] [in thisAgreement add: any Coliseum Priority Events, the Commission Priority

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Event, MLS Home Game Priority Events, Significant Museum PriorityEvents or any Prior Scheduled Events], and (B) in no event will suchpreclusion occur more than two (2) Saturdays in any given calendar month. TheNatural History Museum, California Science Center and CAAM may allocateamong themselves the six (6) Significant Museum Events each year so long as nomore than six (6) Significant Museum Events are scheduled within any calendaryear.” [For this Agreement, each reference to “Significant Museum Event”above should be changed to “Significant Museum Priority Event”].

8.5. Park Calendar. The Exposition Park Manager shall be obligated to maintain acentral electronic calendar of all Major Events and Special Events to be held in Exposition Park.Such calendar shall be updated daily to reflect all Major Events and Special Events scheduled tooccur in Exposition Park, as well as other events submitted by the Exposition Park entities. AllExposition Park entities shall have access to the calendar and shall be permitted to submitrequests electronically to reserve dates for Major Events and Special Events, subject to thescheduling priorities set forth in Section 8.1 hereof. All Exposition Park entities shall use goodfaith, commercially reasonable efforts to release dates for Major Events and Special Eventsscheduled as soon as the entity knows that an event is not likely to occur on a specific reserveddate. No Exposition Park entity shall be permitted to reserve a date on the Exposition Parkcalendar for a Special Event or Major Event without expressly describing and identifying thenature of the event to be held on such date, including the expected attendance, the time period forthe event and the expected parking needs for the event. In this regard, it shall be expresslyimpermissible for an Exposition Park entity to reserve a date on the Exposition Park Calendarunless such entity has an actual event planned for such date. All Exposition Park entities shallparticipate in a scheduling coordination meeting organized by the Exposition Park Manager atleast monthly.

9. Parking.

9.1. Temporary Uses of Parking Lot 6. District has agreed to grant to LAFC certaintemporary rights to the use of District Parking Areas, in each case as more fully described in, and subjectto the terms and conditions of, the OEA. Such temporary rights will include: (i) a temporary easement forthe benefit of LAFC, the LAFC Premises and LAFC’s employees, agents and contractors for the use of upto 350 parking spaces in Parking Lot 6 in the area shown on Exhibit D-1 attached hereto for dailyconstruction parking purposes, subject to the term of the OEA, provided that (A) such easement and rightof use (whether pursuant to the provisions of this clause (i) preceding this proviso or pursuant to proviso(B) of this clause (i)) may not be exercised on a day when a Coliseum Parking Event (as defined in theOEA) is scheduled (any such day a “Coliseum Parking Event Day” { XE "Coliseum Parking EventDay" }”), and will terminate upon the completion of Project construction, and (B) if at any time Districtdetermines that Parking Lot 6 will not be available for LAFC’s use pursuant to this clause (i), then uponreasonable advance notice, the District shall have the right to temporarily substitute District ParkingAreas in closest proximity to the LAFC Premises, with Parking Lot 4 and/or Parking Lot 5 having priorityfor use by LAFC to satisfy the construction period parking requirement pursuant hereto; (ii) a temporaryeasement for the benefit of LAFC, the LAFC Premises and LAFC’s employees, agents and contractors forthe use of a portion of Parking Lot 6 in the area shown on Exhibit D-2 attached hereto for constructionstaging and access purposes, provided that such easement and right of use may not be exercised on aColiseum Parking Event Day, and will terminate upon the completion of demolition of the Sports Arena;and (iii) the right to use Parking Lot 6 for up to two (2) community festivals per year, subject to the termsof the OEA and provided that such LAFC community festivals do not occur on a Coliseum Parking EventDay.

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9.2. Daily Parking. At all times during the Term of the LAFC Lease, District agrees thatLAFC shall have the easement and right to use, on a non-exclusive basis, up to 400 parking spaces inParking Lot 6 on a daily, as-needed basis for any and all permitted uses of the LAFC Premises that do nototherwise qualify as an Event hereunder subject to Section 9.3, provided, that such easement and right ofuse will (i) not include overnight parking, (ii) not be available to LAFC on a Coliseum Parking Event Day,and (iii) be subject to the terms of the OEA.

9.3. LAFC Event Parking. The following terms and conditions shall apply during the Term ofthe LAFC Lease with respect to LAFC Parking Events (as hereinafter defined) held at the Stadium (or atthe Coliseum as permitted under the LAFC Lease). As used herein, the terms: (i) “LAFC Game Event”shall mean any Special Events comprised solely of MLS Home Games; (ii) “LAFC Other Special Event”shall mean all Special Events held at the Stadium other than MLS Home Games, which Special Eventsmay include MLS Games that are not MLS Home Games; and (iii) “LAFC Events” shall collectivelymean all LAFC Game Events, LAFC Other Special Events and any other events of any kind on the LAFCPremises or otherwise sponsored or hosted in Exposition Park under the LAFC Lease Documents.

9.3.1 Throughout the Term of the LAFC Lease, State or District shall maintainownership, management and operation of all of the District Parking Areas in Exposition Park,subject to LAFC’s right to supervise and oversee operation of MLS Game Parking (as hereinafterdefined). If any of Parking Lots 1- 6 and/or the State Drive VIP area are changed ascontemplated by Section 9.10 of this Agreement, then subject to the terms thereof, thedefinitions of "District Parking Areas" and "Parking Lots 1 - 6 (if applicable) automatically shallbe modified to mean the District Parking Areas and Parking Lots 1 - 6 (if applicable) as sochanged.

9.3.2 For any LAFC Game Event, LAFC Other Special Event at the Stadium or anyLAFC Major Event held at the Coliseum, as the case may be (collectively, a “LAFC ParkingEvent”) during the Term of the LAFC Lease, at LAFC’s request, LAFC shall have the right, butnot the obligation, to purchase a special event parking permit from the Exposition Park Managerfor the use of up to all of the District Parking Areas, excluding (i) the Science Center Structurefor any LAFC Parking Event other than a LAFC Game Event, (ii) the NHM Reserved Spaces(except as set forth in Section 9.8), if applicable, and, (iii) if a LAFC Game Event occurs duringthe normal operating hours of the California Science Center and CAAM, excluding theCSC/CAAM Reserved Spaces (provided that for LAFC Game Events occurring outside of thenormal operating hours of the California Science Center and CAAM, LAFC agrees thatExposition Park Manager shall reserve thirty (30) of the CSC/CAAM Reserved Spaces for use byCSC and CAAM). LAFC and the Exposition Park Manager shall determine, in theircommercially reasonable discretion, the Necessary Parking Spaces within three (3) business days(excluding Saturdays, Sunday and holidays) of LAFC placing the LAFC Event on the ExpositionPark event calendar. If the Exposition Park Manager shall fail to respond within three (3)business days of LAFC’s placing an LAFC Parking Event on the Exposition Park event calendar,and if LAFC shall have included the amount of parking it believes necessary in conjunction withplacing such LAFC Parking Event on the Exposition Park event calendar, the Necessary ParkingSpaces shall be the number of parking spaces stated by LAFC.

9.3.3 For LAFC Parking Events held at the Stadium or Coliseum, LAFC shalldetermine the initial number of parking spaces to be purchased under a special event parkingpermit for such an Event no later than ten (10) days after ticket sales for the LAFC Parking Eventbegin. To the extent LAFC elects to purchase a special event parking permit, LAFC must elect topurchase at least twenty-five percent (25%) of the Necessary Parking Spaces for the LAFC

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Parking Event in its initial purchase. The fee for the special event parking permit shall be equal tothe product obtained by multiplying:

(i) the sum of (A) the daily rate charged in Exposition Park for specialevents parking, and (B) a maintenance and security surcharge initially equal to TwoDollars ($2.00) (the “Security Surcharge{ XE "Security Surcharge" }”), which SecuritySurcharge shall be adjusted on every fifth (5) anniversary of the Effective Date toincrease by the percentage increase, if any, in the CPI over the immediately precedingfive-year period (so that, solely by way of example, if the CPI on the fifth anniversary ofthe Effective Date is 5% higher than the CPI on the Effective Date, then the SecuritySurcharge would increase to Two and 10/100 Dollars ($2.10)) (such sum for each parkingspace is hereinafter referred to herein as the “LAFC Parking Event Fee{ XE "LAFCEvent Parking Space Fee" }”); and

(ii) the initial number of parking spaces LAFC has determined to purchaseunder the special event parking permit, which fee shall be paid by LAFC within ten (10)days after ticket sales for the LAFC Parking Event begin.

In addition, if LAFC shall have purchased a special event parking permit for a LAFC ParkingEvent as described above, LAFC shall have the right on any date prior to the date that is thirty (30)days prior to the date on which the LAFC Parking Event is scheduled to occur, to extend thespecial event parking permit for such LAFC Parking Event to cover additional parking spaces (tothe extent LAFC is entitled to use such parking spaces hereunder and such parking spaces havenot been allocated by the Exposition Park Manager, in its reasonable determination, toaccommodate the reasonable anticipated parking needs of other events previously calendared byExposition Park entities in accordance with Section 8 of this Agreement) by paying the LAFCParking Event Fee for such parking spaces. To the extent that additional parking spaces arenecessary for the LAFC Parking Event, above and beyond the parking spaces purchased byLAFC under the special event parking permit for such LAFC Parking Event, the Exposition ParkManager shall be entitled to operate the additional parking spaces for the LAFC Parking Eventand collect all revenue from such operation, provided that the Exposition Park Manager shall notcharge a parking fee for such spaces that is less than the Designated Parking Rate for the LAFCParking Event, and provided further that the Exposition Park Manager shall make or holdavailable in the District Parking Areas sufficient parking spaces so that, together with the parkingspaces purchased by LAFC under the special event parking permit for the LAFC Parking Event(which may be zero spaces if LAFC elects not to purchase a special event parking permit for theLAFC Event), the Necessary Parking Spaces shall be available for the LAFC Parking Event onthe date that the LAFC Parking Event shall occur and for the appropriate time period for suchLAFC Parking Event, as commercially reasonably determined by the Exposition Park Manager inthe manner described in Section 9.3.8 below.

9.3.4 If the Natural History Museum determines that it does not need all of the NHMReserved Spaces, or the California Science Center/CAAM determine that they do not need all ofthe CSC/CAAM Reserved Spaces, on the date of any given LAFC Parking Event, such entity(ies)may elect, in its (or their) sole and absolute discretion, to (i) sell the NHM Reserved Spaces or theCSC/CAAM Reserved Spaces, as applicable, to LAFC Parking Event patrons at the LAFCParking Event Fee per parking space or, upon request from LAFC, to sell some or all of suchparking spaces to LAFC at such rate. All revenues derived from such sale of the Reserved Spacesshall be deposited into the Exposition Park Improvement Fund (as established by California Foodand Agricultural Code §4106(b)). Notwithstanding the above, if additional parking spaces aredeveloped in Exposition Park, then the number of spaces in the Science Center Structure reserved

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for the California Science Center/CAAM on LAFC Game Event days shall be increased so thatthe California Science Center/CAAM continue to reserve the same percentage of parking spacesin Exposition Park as it reserved prior to the creation of the new parking spaces.

9.3.5 LAFC may elect to exclude the VIP Parking Areas from its special event parkingpermit in its sole and absolute discretion, provided, however, if LAFC elects to include the VIPParking Areas in the special event parking permit it must include all of the VIP Parking Areasthat can be made available for parking in the special event parking permit. Additionally, if at anytime the Los Angeles Police Department or any state or federal agency involved in providingprotection or security for the American public requires or strongly recommends that the VIPParking Areas be closed for parking during any LAFC Parking Event, the Parties shall abide bysuch requirements or recommendations and such areas shall be closed for use except as permittedby the advising agency. All parking passes for VIP Parking Areas shall be non-transferrable. Asused herein, the term “VIP Parking Areas” does not refer to any parking areas located on theLAFC Premises.

9.3.6 When LAFC has elected to purchase a special event parking permit for parkingin Exposition Park for any LAFC Game Event or any other MLS Games, LAFC shall have theright to elect, on a season-by-season basis, to oversee and supervise the parking operations at theparking areas covered by the special event parking permit (such parking areas, the “MLS GameParking { XE "MLS Game Parking " }”) during the time period the special event parking permitis in effect, which oversight and supervision shall include, without limitation, ingress and egressof cars to and from the MLS Game Parking, ticket taking and overall customer service operations.If LAFC elects to oversee and supervise the MLS Game Parking for a season, LAFC shall notifyDistrict and the Exposition Park Manager of such election no later than ninety (90) days prior tothat season’s first MLS Home Game. Except as otherwise mutually agreed by LAFC and thePark Manager, the special event parking permit for MLS Game Parking shall be in effect at leastthree hours and thirty minutes prior to the applicable MLS Game until at least ninety minutes (90)minutes after the end of the MLS Game. Notwithstanding the period of time covered by such apermit, at the request of another Exposition Park entity, LAFC will use reasonable efforts toaccommodate reasonably requested use of the MLS Game Parking during times not needed forguest load-in and load-out in order to facilitate another event that such other Exposition Parkentity has scheduled or museum patron parking so long as such use of the MLS Game Parkingwill not and does not interfere with LAFC’s game day operations or LAFC fan parking. In theevent that LAFC elects to staff the parking operations at the MLS Game Parking in conjunctionwith LAFC’s oversight and supervision, then (i) LAFC must staff the MLS Game Parking for thefull time period the special event parking permit is in effect, and (ii) LAFC shall be responsiblefor paying any local government fees or charges that may apply as a result of LAFC staffing theMLS Game Parking. LAFC and the Exposition Park Manager shall coordinate parkingoperations of the Reserved Spaces on MLS Game days when LAFC is staffing the MLS GameParking to ensure access for museum patrons to the Reserved Spaces and to ensure that allrevenue collected from the Reserved Spaces is deposited into the Exposition Park ImprovementFund. LAFC shall also maintain the insurance reflected on Schedule 2 attached hereto insuringthe periods when LAFC is staffing the MLS Game Parking. LAFC shall indemnify and holdDistrict, its principals, officers, directors, agents and employees harmless from and against anyloss, cost, damage, liability, claim or expense brought by a third party for personal injury orproperty damage to the extent arising from the LAFC’s negligent acts or omissions or willfulmisconduct in connection with its staffing the MLS Game Parking, including, but not limited to,reasonable attorneys’ fees and court costs. District and LAFC agree that whichever parties areresponsible for oversight and supervision of MLS Game Parking and/or traffic management inExposition Park related thereto, such parties shall cooperate with each other and otherwise use

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good faith and diligent efforts to direct MLS Game Parking traffic into the surface level parkinglots within the District Parking Areas nearest the Stadium and furthest away from the ScienceCenter Structure for as long as may be reasonably possible in an effort to minimize the period ofoverlap between MLS Game Parking demand and the use of the Science Center Structure duringnormal operating hours for the California Science Center .

9.3.7 LAFC acknowledges and agrees that the Exposition Park Manager may withholdthe use of Parking Lot lA from the Necessary Parking Spaces and from the parking spacespurchased by LAFC under a special event parking permit if the Necessary Parking Spaces and theparking spaces under the special event parking permit can be accommodated elsewhere within theavailable parking in District Parking Areas.

9.3.8 Each special event parking permit will state the Permit Term for such specialevent parking permit.

9.4. Permit Process. Prior to the date of a LAFC Parking Event for which LAFC haspurchased a special event parking permit, LAFC shall notify the Exposition Park Manager of theDesignated Parking Rate for such LAFC Parking Event, which notification, notwithstanding anything tothe contrary in Section 16 below, may be made through an electronic communication, such as viafacsimile transmission or email; and the Exposition Park Manager shall promptly notify the Operator ofsuch Designated Parking Rate and the Permit Term to which such Designated Parking Rate applies,except as otherwise provided in Section 9.3.6 above. During the Permit Term for any special eventparking permit, all parking purchased within District Parking Areas (other than museum patron parking),up to the number of parking spaces purchased under such special event parking permit, shall first beattributed to such special event parking permit (solely by way of example, (i) if the special event parkingpermit were for 1000 parking spaces and 800 parking spaces were actually purchased during the PermitTerm for such special event parking permit, all 800 parking spaces purchased would be credited to LAFCunder the special event parking permit, and (ii) if the special event parking permit were for 1000 parkingspaces and 1200 parking spaces were actually purchased during the Permit Term for such special eventparking permit, the first 1000 parking spaces purchased would be credited to LAFC under the specialevent parking permit and the remaining 200 parking spaces purchased would be credited to District). TheDistrict shall cause the Operator to remit to LAFC, within two (2) business days after the occurrence of aLAFC Parking Event for which LAFC shall have purchased a special event parking permit, an amountequal to the product obtained by multiplying (A) the lesser of (1) the number of parking spaces purchasedduring the Permit Term of such special event parking permit, and (2) the number of parking spacespurchased by LAFC under such special event parking permit, and (B) the Designated Parking Rateapplicable to such LAFC Parking Event. District shall use commercially reasonable efforts to cause itscurrent agreement with the Operator (and shall cause all subsequent or successor agreements with thethen-current Operator) to provide that (a) the Operator will comply with this Agreement, including theobligation to timely make all remittances to LAFC described above, (b) the Operator will afford LAFCthe opportunity, upon LAFC’s written request, within fifteen (15) days following the occurrence of aLAFC Parking Event for which LAFC shall have purchased a special event parking permit, to audit theOperator’s books and records regarding the parking spaces purchased during the Permit Term for suchspecial event parking permit, (c) the Operator will promptly, and in no event later than five (5) businessdays after demand, pay to LAFC any underpayment of any remittance due to LAFC pursuant to thisSection, as evidenced in LAFC’s audit of the Operator’s books and records, and (d) that LAFC shall be athird-party beneficiary of the provisions described in the preceding three clauses of this sentence, asincorporated into the agreement between District and the Operator, and shall have the right to enforcesuch provisions directly against the Operator with all rights and remedies at law and in equity for theOperator’s default under or breach of any of such provisions; provided that if District is not able, afterusing commercially reasonable efforts, to cause its current agreement with the Operator to be modified to

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incorporate the provisions described in the preceding clauses (a) through (d), District shall cooperate withLAFC to cause LAFC to get the benefit of such clauses (so that District causes Operator to comply withthe provisions of this Section, to afford a timely audit of Operator’s books and records by LAFC or by anindependent auditor reasonably satisfactory to LAFC, and to timely pay to LAFC any underpayment dueto LAFC as identified by any such audit). On or before the Effective Date and thereafter upon LAFC’srequest, District shall provide evidence to LAFC reasonably satisfactory to LAFC that the provisionsdescribed in the immediately preceding sentence have been incorporated into District’s then-currentagreement with the Operator.

9.5. Events with No Permit. If LAFC schedules a LAFC Parking Event and elects not topurchase a special event parking permit for such LAFC Parking Event, then the parking rate for theparking provided for the LAFC Parking Event at District Parking Areas shall be set by the ExpositionPark Manager in its sole discretion.

9.6. Sale of Reserved Spaces. Notwithstanding anything contained herein to the contrary, butsubject to the order of parking attribution set forth in Section 9.4, District shall be permitted, in its soleand absolute discretion, to sell Reserved Spaces to patrons of LAFC Parking Events at the Coliseum orStadium; however, in no event shall District sell or permit the sale of Reserved Spaces to patrons of anyLAFC Parking Event at the Coliseum or Stadium for a price per parking space less than the DesignatedParking Rate for such LAFC Parking Event.

9.7. Maintenance of Parking Areas. Throughout the term of the LAFC Lease, District shallmaintain District Parking Areas in good order, condition and repair and in compliance with all Laws.District shall deliver the parking areas covered by a special event parking permit to LAFC in thecondition in which District is required to maintain such areas, clean and free of all trash and other debris.When the special event parking permit expires, if LAFC shall have elected to staff the parking operationsat the MLS Game Parking in conjunction with LAFC’s oversight and supervision, as provided in section9.3.6, LAFC shall return District Parking Areas covered by such permit to District in same condition inwhich they were delivered to LAFC. In the event that District fails to maintain District Parking Areas ingood order, condition and repair and in compliance with all Laws, LAFC shall provide District withnotice of the breach and a reasonable time period to cure such breach, which shall in no event exceedthirty (30) days’ notice, but may be shorter in the event of emergency. If District shall fail to cure suchbreach within the time period provided to cure the breach (which shall be as soon as reasonablypracticable in the event of emergency), LAFC shall be entitled to all rights and remedies available to it inlaw and in equity, including the right to cure the breach itself and offset the commercially reasonable costof such work against any amounts LAFC owes or may owe District in the future under any LAFC LeaseDocuments (“Self-Help Rights{ XE "Self-Help Rights" }”). In the event that such breach constitutes anemergency or a threat of injury or death to visitors to Exposition Park, LAFC may immediately exerciseSelf-Help Rights without the need for notice to District. Notwithstanding the foregoing to the contrary,LAFC and District may negotiate adjustments in the special event permit fees in exchange for LAFCundertaking certain upgrades and maintenance of Parking Lots 1 - 6, subject to all applicable state Lawsincluding procurement and contracting Laws and rules and provided that all improvements and upgradesshall be subject to the normal state approval process.

9.8. NHM Parking. LAFC and District acknowledge that the Natural History Museum maymake some of the NHM Reserved Spaces available for a LAFC Parking Event. LAFC further agrees toexclude from its special event parking permit up to an additional 375 parking spaces only on Saturdays,Sundays and official County holidays during normal public hours of the Natural History Museum whenLAFC Parking Events occur with attendance between 10,000 and 25,000 people. The Natural HistoryMuseum will tell LAFC and the Exposition Park Manager how many of the additional 375 spaces theNatural History Museum needs for its museum patrons, using its commercially reasonable judgment

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regarding the impact to its attendance and admission and other revenue and expenses, during such LAFCParking Event in the Coliseum or Stadium.

9.9. Modernization of Systems. During the term of the LAFC Lease, District may elect tomodernize its methods of collecting parking revenue and managing parking operations (such as, forexample, installation of automated parking pay stations, inclusion of optional parking fee within ticketpurchase or other similar systems or operational efficiencies). If District desires to make any suchmodernizing changes to District Parking Areas, the management thereof and/or methods of collectingparking revenues, District and LAFC agree to meet and confer about such changes, including ensuringthat ingress and egress from District Parking Areas is not unreasonably delayed or hindered by theimplementation of such changes, and any resulting additional changes that may need to be made withrespect to the oversight and supervision rights under this Agreement and/or the collection of parkingremittances pursuant to Section 9.3.3 above.

9.10. Bus Parking. If any LAFC Parking Events is held on any weekday, the special eventparking permit for such LAFC Parking Event may require that LAFC accommodate bus parking formuseum patrons in any of Parking Lots 1 - 6 (the exact location of such bus parking to be determined bythe Exposition Park Manager in consultation with LAFC, based on the venue in which the LAFC Event isto be held) until three (3) hours prior to the commencement of the LAFC Parking Event. If any LAFCParking Event is held on a weekend, the special event parking permit for such LAFC Parking Event mayrequire that LAFC accommodate bus parking for museum patrons in any of Parking Lots 1 - 6 (the exactlocation of such bus parking to be determined by the Exposition Park Manager in consultation with LAFC,based on the venue in which the LAFC Parking Event is to be held) until three (3) hours prior to thecommencement of the LAFC Parking Event, provided that if the LAFC Parking Event is a sports Event orother Event for which attendees are likely to arrive early and "tailgate" (such as soccer games), then thespecial event parking permit for such LAFC Parking Event shall require that LAFC accommodate busparking for museum patrons in any of Parking Lots 1 - 6 (the exact location of such bus parking to bedetermined by the Exposition Park Manager in consultation with LAFC, based on the venue in which theLAFC Parking Event is to be held) until five (5) hours prior to the commencement of the LAFC ParkingEvent. In addition to the foregoing, LAFC will (a) arrange for bus parking for museum patrons from theend of the applicable bus parking period stated above (either three (3) or five (5) hours prior to the LAFCParking Event, as applicable) until one (1) hour prior to the commencement of the LAFC Parking Event,which bus parking location shall be designated by LAFC either within Parking Lots 1 - 6 or at analternative site designated by LAFC within a reasonable distance of Exposition Park, and (b) to the extentwithin the control of LAFC, facilitate ingress and egress for such buses to be able to drop off and pick upmuseum patrons from the applicable museum facility.

9.11. Exposition Park Master Plan. LAFC acknowledges that the implementation of theExposition Park Master Plan (attached as Exhibit G to the USC NDA), may result in changes to theParking Lots 1 - 6 and the State Drive VIP area in the future. Subject to its rights under Section 14 hereof,LAFC agrees (i) not to object to the implementation of the Exposition Park Master Plan, (ii) to complywith the Master Plan, and (iii) to cooperate with the implementation of the Master Plan with regards toother areas of Exposition Park, including the Coliseum Property and the LAFC Premises, provided ineach case that (A) implementation of the Master Plan does not interfere with LAFC’s Lease Rights orother violate any of the terms of Article 2 of this Agreement, (B) such implementation is performed at nocost, liability or expense to LAFC, and (C) LAFC shall not be obligated to incur any costs associated withits cooperation. Nothing set forth herein shall constitute LAFC's approval of, or consent to, any changes,amendments, or modifications to the Exposition Park Master Plan.

10. Limitation on Major Events. The Parties acknowledge and agree that (i) the limitationon Major Events in the Coliseum and Stadium (in lieu of the Sports Arena) in Section 8 of the USC NDA

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shall apply to the LAFC Premises as fully as if set out in full herein, (ii) that any Olympic Events orSpecial Olympic Events held in the Coliseum or Stadium will not count towards the number of MajorEvents permitted to be held in the Coliseum and Stadium, (iii) MLS Games will in no event be deemed tobe Major Events based on the seating capacity of the Stadium, and (iv) subject to the terms of Section 8hereof, there is no other limit on either the number of (A) LAFC Other Special Events that LAFC mayhave at the LAFC Premises, or (B) other events thereon that are not Events under this Agreement.

11. Other Use of District Property. Concurrently with the execution of this Agreement,District has agreed to execute and deliver the OEA to, among other things, provide LAFC and the LAFCPremises with certain rights of use with respect to portions of the District Property (including easementsfor access, parking, utilities, signage, and construction purposes) which are necessary or required for thedevelopment, construction, use and operation of the LAFC Premises and the Project.

12. Sports Arena Option Agreement. The District acknowledges that (i) the Sports ArenaOption Agreement did not contemplate the LAFC Lease Documents and the transactions contemplatedthereunder, and (ii) that certain terms of the Sports Arena Option Agreement need to be amended,supplemented and/or clarified due to the change in circumstances related thereto. In furtherance ofDistrict’s agreement contained in Section 2.1(a)(ii) hereof, and to provide LAFC with the assurancesrequired to allow LAFC to fully use and enjoy the LAFC Premises for the entire Term under the LAFCLease, including the Extension Terms, as applicable, concurrently with the execution of this Agreement,District has agreed to execute and deliver the Tri-Party Agreement to, among other things, amend,supplement and clarify the Sports Arena Option Agreement with respect to the option exercise processand to provide LAFC with certain assurances related to the further extension of the 2054 Lease.

13. Notices. All notices or other communications required or permitted hereunder shall be inwriting, and shall be sent by a national overnight courier service to the addresses set forth below. Allsuch notices or other communications shall be deemed received on the date of delivery to the address ofthe Person to receive such notice so long as such day is not a Saturday, Sunday, or a District or Federalholiday, in which case such notice shall be effective on the following business day.

To LAFC: LAFC Sports, LLC4751 Wilshire Boulevard, Suite 333Los Angeles, CA 90010Attention: EVP Legal and Business AffairsEmail: [email protected]

with copies to:

Seyfarth Shaw LLP131 South Dearborn Street, Suite 2400Chicago, IL 60603Attention: Gregg M. Dorman, Esq.Email: [email protected]

Major League Soccer, L.L.C.420 Fifth Avenue, 7th FloorNew York, NY 10018Attention: Deputy CommissionerEmail: [email protected]

and

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Proskauer Rose LLPEleven Times SquareNew York, NY 10036Attention: Jon H. Oram, Esq.Email: [email protected]

To District: Department of General ServicesReal Estate Services Division - Sold707 Third Street, Fifth FloorP.O. Box 989052West Sacramento, CA 95798-9052Telephone: (916) 375-4025

Office of the Exposition Park Manager700 Exposition Park DriveLos Angeles, CA 90037Telephone: (213) 744-7458

Natural Resources Agency1416 Ninth Street, Suite 1311Sacramento, CA 95814Attn: Secretary, Natural Resources AgencyTelephone: (916) 653-5656

To Commission: Los Angeles Memorial Coliseum Commission3911 S. Figueroa StreetLos Angeles, California 90037Attention: Chief Administrative OfficerFax: 213-748-5628;

with copies to:

Los Angeles County Counsel648 Kenneth Hahn Hall of Administration500 West Temple StreetLos Angeles, CA 90012-2713Fax: 213-617-1142

and

Office of the City Attorney200 North Main St., 7th FloorLos Angeles, CA 90012Fax: 213-978-7714

Notice of change of address or telephone numbers shall be given by written notice in the mannerdescribed in this Section 13. Each Party is obligated to notice all addresses listed above, and the failure toprovide notice to all addresses will be deemed to constitute a lack of notice. The address to which noticesmay be mailed as aforesaid to any Party or notice party, may be changed by written notice given by thesubject Party to the others, as hereinbefore provided. The Parties acknowledge that email addresses and

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telephone or fax numbers are provided herein for convenience of the Parties only and shall not be deemedto modify the terms of this Agreement related to the manner in which any notice or other writtencommunication is to be provided hereunder, except as otherwise expressly provided in this Agreement.

14. Miscellaneous.

14.1. Successors and Assigns; Third Party Beneficiaries.

14.1.1 This Agreement shall inure to the benefit of, and be binding upon, the Partieshereto and their respective successors and assigns. For clarity, District is also known as theCalifornia Science Center pursuant to §4101 of the California Food and Agricultural Code.

14.1.2 Without in any manner limiting or modifying the terms of Sections 2 and 3hereof, District and Commission hereby acknowledge and agree that (i) any transfer of thisAgreement or the LAFC Lease, whether by operation of law, foreclosure or assignment, to MLS(or to any other party authorized by MLS pursuant to the terms of the LAFC Lease) or to anyLeasehold Mortgagee or its assignee, shall be permitted without any consent or approval byDistrict or Commission and that District or Commission shall recognize any such assignee as thesuccessor to LAFC hereunder, with all of the rights accruing thereto, and (ii) MLS and anyLeasehold Mortgagee shall be a direct, intended third party beneficiary of this Agreement and allof LAFC’s rights hereunder.

14.1.3 The Parties further acknowledge and agree that USC is a direct, intended thirdparty beneficiary of the terms of this Agreement that expressly inure to USC’s benefit and shallhave the right to enforce such terms against the Parties.

14.1.4 LAFC acknowledges that Section 12.1.1 of the LAFC Lease extends Tenant’sgeneral indemnification of USC (as landlord under the LAFC Lease) under subsection (a) andsubsections (c) - (g) thereof both inclusive (the “USC Landlord Indemnity”) to any landlordunder the USC Lease (the “USC Landlord Indemnitee”), excluding (i) any Claims (as definedin the LAFC Lease) resulting from the negligence or willful misconduct of any USC LandlordIndemnitee or any party claiming by, through our under a USC Landlord Indemnitee, or (ii) anyof the exclusions from such indemnification obligation provided in Section 12.1.2 of the LAFCLease. LAFC acknowledges and agrees that (i) District or Commission shall be a USC LandlordIndemnitee during any period that District or Commission is the landlord under the USC Lease (a“Landlord Period”), and (ii) District and Commission are direct, intended third partybeneficiaries of the USC Landlord Indemnity and shall have the right to enforce the USCLandlord Indemnity against LAFC with respect to any Claims that may arise against it during orwith respect to its respective Landlord Period.

14.2. Taxes and Facilities Fees. LAFC agrees to pay all lawful taxes, assessments, or chargeswhich at any time may be levied upon its interest in this Agreement, if any; provided, however, Districtand State agree that they shall not impose any rents, levy, charge, facilities fee, tax on tickets issued orother exaction or charge not expressly set forth in the LAFC Lease Documents on or with respect toLAFC, the LAFC Premises and the exercise of the LAFC Lease Rights in connection therewith, includingon the District Parking Areas, or the use thereof, other than (in the case of the District or State) parkingcharges that are consistent with charges imposed in other parking lots in the surrounding areas(collectively “Charges{ XE "Charges" }”), and unless such Charges are applicable to other similarlysituated premises in the State of California and such Charges are not specific and unique to the LAFCPremises, District Parking Areas, or the Events held at the LAFC Premises. If such Charges are imposed,the amount of such Charges shall be deducted from any and all other amounts due and owing to State or

35

20721586v.10

District by LAFC hereunder such that the total amount due and payable to State or District shall be asotherwise expressly set forth in this Agreement. Commission agrees that it shall not impose rents, levy,charge, facilities fee, tax on tickets issued or other exaction or charge not expressly set forth in the LAFCLease Documents on or with respect to LAFC, the LAFC Premises and the exercise of the LAFC LeaseRights in connection therewith, including on the District Parking Areas, or the use thereof.

14.3. Bankruptcy Integration. District and Commission hereby acknowledge that (i) the LAFCLease contains a bankruptcy integration provision in Section 31.9 thereof, and (ii) as a result of theintegrated nature of certain of the LAFC Lease Documents and LAFC Rights with certain of the MasterAgreements, and notwithstanding that such agreements are contained in separate documents, the intentionis for the applicable LAFC Lease Documents and LAFC Lease rights and the applicable MasterAgreements related thereto to be one integrated and indivisible contractual arrangement for purposes ofBankruptcy Law. District and Commission acknowledge and agree that they will not contest or challengethe enforceability or applicability of the bankruptcy integration provision in the LAFC Lease or in thisSection 14.3 so that LAFC has the necessary assurances required with respect to the LAFC Lease and itssubstantial investment in the LAFC Premises, including the assurance that in any bankruptcy proceeding(A) of LAFC’s then current landlord, if such landlord is then also a tenant under a lease with respect tothe LAFC Premises, such current landlord will not have the right to accept its lease and reject the LAFCLease, but rather may only accept both or reject both, (B) an acceptance of some but not all of the LAFCLease Documents will not be allowed so that the current landlord under the LAFC Lease must eitheraccept all or reject all LAFC Lease Documents to which such current landlord is then a party, and (C) this,Agreement, the OEA, the Supplemental Agreement and the Tri-Party Agreement may not be rejected byany Party hereto and thereto so that the LAFC Lease remains in effect without the benefit of thisAgreement, the OEA, the Supplemental Agreement or the Tri-Party Agreement. In addition, the Partiesfurther agree that to the extent any bankruptcy court determines that any of the foregoing documents orrights are not integrated despite the intention of the Parties and this Section 14.3, then LAFC shall in anyevent retain its possessory rights under Section 365(h)(i)(A)(ii), if any, with respect to the LAFCPremises upon the same terms, conditions and provisions as contained in the LAFC Lease.

14.4. Breach and Default.

14.4.1 Without limiting any right or remedy expressly afforded to any Party under anyother Section of this Agreement, if any Party fails to pay, observe, perform or comply with any ofthe terms, covenants and agreements hereunder and any such default shall continue for a period ofthirty (30) days after written notice of such default is delivered to the defaulting Party (except inthe case of a non-monetary default that cannot with due diligence be cured within said 30-dayperiod, if the defaulting Party fails to duly commence such cure within such 30-day period, and/orfails to thereafter diligently prosecute such cure to completion), then the non-defaulting Party orParties shall be entitled, at its or their election, to exercise concurrently or successively, any rightsand remedies available to such non-defaulting Party under this Agreement, under any otheragreement between the defaulting Party and such non-defaulting Party (if applicable), at law or inequity, including the right to offset the amount of damages sustained or incurred by the non-defaulting Party as a result of such default against any amounts the non-defaulting Party owes ormay owe the defaulting Party under this or any other Agreement.

14.4.2 Notwithstanding the foregoing, in the event an emergency condition exists orthere is any threatened or actual interruption of any LAFC Event, LAFC may (but shall not beobligated to) exercise self-help rights without further notice to District or Commission and shallhave the right to offset the commercially reasonable cost of such work against any amounts LAFCowes or may owes the applicable Party in the future under any LAFC Lease Documents.

36

20721586v.10

14.4.3 The Parties acknowledge and agree that no breach of or default under thisAgreement shall entitle any Party to terminate this Agreement or any other LAFC LeaseDocuments, but such limitation shall not affect in any manner any other rights or remedies whichsuch Party may have hereunder or by reason of any breach of or default under this Agreement or atlaw or in equity.

14.5. Attorneys’ Fees. If any Party hereto fails to perform any of its obligations under thisAgreement or if any dispute arises between the Parties hereto concerning the meaning or interpretation ofany provision of this Agreement, then the defaulting Party or the Party not prevailing in such dispute, asthe case may be, shall pay any and all costs and expenses incurred by the non-defaulting or prevailingParties on account of such default and/or in enforcing or establishing its rights hereunder, including,without limitation, court costs and reasonable attorneys’ fees and disbursements.

14.6. Memorandum of Agreement. Concurrently with the execution of this Agreement, theParties shall execute and acknowledge a short form memorandum of this Agreement in the form attachedhereto on Exhibit F, which memorandum LAFC shall have the right to record concurrently with therecording of any memorandum of lease under the LAFC Lease.. Such memorandum shall disclose theexistence of this Agreement but shall not disclose any specific terms of the Agreement except with theconsent of all parties.

14.7. Estoppel Statements. Each Party shall at any time and from time to time within ten (10)days after written request from any other Party execute and deliver to the requesting Party a sworn andacknowledged estoppel certificate, in form reasonably satisfactory to the parties certifying and stating asfollows: (i) this Agreement and any other LAFC Lease Document or Master Agreement to which thatPerson is a party has not been modified or amended (or if modified or amended, setting forth suchmodifications or amendments); (ii) this Agreement and any other LAFC Lease Document or MasterAgreement to which that Person is a Party (as so modified or amended) is in full force and effect (or if notin full force and effect, the reasons therefor); (iii) the Party has no knowledge of any default by any otherParty under this Agreement or any other applicable LAFC Lease Document or Master Agreement; and(iv) any other accurate statements reasonably requested. It is intended that any such statement deliveredpursuant to this subsection may be relied upon by any prospective purchaser, assignee or lender and theirrespective successors and assigns.

14.8. Not a Party to LAFC Lease. The Parties hereby acknowledge that the LAFC Lease is asublease between USC and LAFC and that Commission and District are not parties to the LAFC Leaseand do not have any rights or obligations thereunder unless and until either of them becomes a directlandlord of LAFC under the LAFC Lease as provided in Section 4 hereof. Until such time, Commissionand District shall have no right to enforce the LAFC Lease but only have the right to enforce LAFC’sobligations set forth in this Agreement. This Section shall not affect Commission’s rights to enforce theUSC Lease with respect to the Coliseum Property or, except as otherwise expressly provided herein, withrespect to the LAFC Premises.

14.9. Applicable Law. This Agreement shall be construed and interpreted in accordance withthe Laws of the State of California.

14.10. Entire Agreement and Amendment. This Agreement, including any Schedules andExhibits attached hereto, constitutes the entire agreement and understanding between the Partiesregarding its subject matter and supersedes all prior or contemporaneous negotiations, representations,understandings, correspondence, documentation and agreements (written or oral). This Agreement maynot be amended or modified except by written amendment executed by all Parties hereto.

37

20721586v.10

14.11. Execution. This Agreement may be executed in any number of counterparts, each ofwhich shall constitute an original and all of which, when taken together, shall constitute but one and thesame instrument. The Parties each (i) has agreed to permit the use from time to time, where appropriate,of fax, electronic mail, or other electronic signatures in order to expedite the transaction contemplated bythis Agreement, (ii) intends to be bound by its respective fax, electronic mail, or other electronic signature,(iii) is aware that the other will rely on the faxed, emailed, or other electronically transmitted signature,and (iv) acknowledges such reliance and waives any defenses to the enforcement of this Agreement andthe documents affecting the transaction contemplated by this Agreement based on the fact that a signaturewas sent by fax, electronic mail, or electronic transmission only.

[remainder of page left intentionally blank; signature pages to follow]

District Signature Page to Non-Disturbance Agreement

20721586v.10

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first setforth above.

District: SIXTH DISTRICT AGRICULTURAL ASSOCIATION,an institution of the State of California

By:Name:Title:

CALIFORNIA NATURAL RESOURCES AGENCY,an agency of the State of California

By:Name:Title:

DEPARTMENT OF GENERAL SERVICES,a department of the State of California

By:Name:Title:

APPROVED AS TO FORM:

Department of General Services,Office of Legal Services

By:Name:Title:

Commission Signature page to Non-Disturbance Agreement

20721586v.10

Commission: LOS ANGELES MEMORIALCOLISEUM COMMISSION

By:Name: Mark Ridley-ThomasTitle: President


By:Commission Legal Counsel


By:Munger, Tolles & Olson LLP

LAFC Signature Page to Non-Disturbance Agreement

20721586v.10

LAFC: LAFC SPORTS, LLC,a Delaware limited liability company

By:Name:Title:

20721586v.8

SCHEDULE 1

Glossary of Additional Defined Terms

Each of the following terms has the meaning set forth below when used in this Agreement:

“CAAM{ XE "CAAM" }” means the California African American Museum.

“California Science Center{ XE "California Science Center" }” means the museum commonly known asthe California Science Center.

“CSC/CAAM Reserved Spaces{ XE "CSC/CAAM Reserved Spaces" }” means 600 spaces in theScience Center Structure reserved for use by California Science Center and CAAM, as thenumber of such spaces may be modified pursuant to Article 9 of this Agreement.

“CPI{ XE "CPI" }” means the Consumer Price Index for All Urban Consumers (CPI-U), Monthly Data,published by the U.S. Department of Labor, Bureau of Labor Statistics, or if such index is nolonger published, a successor or substitute index agreed upon by District and USC, published by agovernmental agency and reflecting changes in consumer prices for urban consumers nationally.

“Designated Parking Rate{ XE "Designated Parking Rate" }” means, for any Event for which LAFCshall have purchased a special event parking permit, the parking rate established for such Eventby LAFC or the promoter of the Event.

“District Parking Areas{ XE "District Parking Areas" }” means those parking areas shown on theExhibit E attached hereto and shall be individually referred to herein as they are designated onExhibit E, as Parking Lot 1 (which includes Parking Lot 1A), Parking Lot 2, Parking Lot 3,Parking Lot 4, Parking Lot 5, Parking Lot 6, and the Science Center Structure, Exposition ParkDrive VIP, South Coliseum Drive VIP, and State Drive VIP. District Parking Areas do notinclude the parking areas to be constructed on the LAFC Premises which are required for thelawful use, occupancy and operation of the LAFC Premises, the Stadium and all businessoperations contemplated thereon or therein.

“Events{ XE "Events" }” means, collectively, Special Events and Major Events, and “Event” means aSpecial Event or a Major Event.

“Exposition Park entities{ XE "Exposition Park entities" }” and variants thereof used in this Agreement(e.g., “entities in Exposition Park”) means California Science Center, CAAM, the Natural HistoryMuseum, EXPO Center, USC and LAFC.

“Exposition Park Manager{ XE "Exposition Park Manager" }” means the individual appointed by theGovernor of District to manage and supervise the use of Exposition Park.

“Major Event{ XE "Major Event" }” means an event with a reasonably anticipated (based, if possible,on historical attendance at prior similar events) or actual attendance of 25,000 or more scheduledby an Exposition Park entity and held with respect to any Exposition Park entity within thepremises of such entity’s facility(ies) and/or on the plazas and outdoor spaces immediatelyadjacent to such entity’s facility(ies) (which facilities, plazas and outdoor spaces shall not includeany areas included within District Parking Areas).

20721586v.8

“MLS Games{ XE "MLS Games" }” means any and all (i) home soccer games of the MLS Club operatedby LAFC (its successors or assigns, including any MLS replacement club as applicable under theLAFC Lease), including all exhibition, regular season, playoff and championship games, and (ii)any other soccer related Event.

“MLS Home Games{ XE "MLS Home Games" }” means any and all regular season home soccer gamesof the MLS Club operated by LAFC (its successors or assigns, including any MLS replacementclub as applicable under the LAFC Lease).

“Museum Event{ XE "Museum Event" }” means an event of any kind, regardless of attendance size,scheduled by the Natural History Museum, California Science Center or CAAM and held withinthe premises of its respective museum facility and/or on the plazas and outdoor spacesimmediately adjacent to its respective museum facility (which outdoor spaces shall not includeany areas included within District Parking Areas except that a Museum Event may be held on theportion of the top deck of the Science Center Structure constructed with the load-bearing capacityto support such an event).

“Necessary Parking Spaces{ XE "Necessary Parking Spaces" }” means the number of parking spacesthat are necessary to provide adequate parking for a particular Event.

“NFL Games{ XE "NFL Games" }” means National Football League games.

“NHM Reserved Spaces{ XE "NHM Reserved Spaces" }” means 375 parking spaces in Parking Lot 3reserved for use by the Natural History Museum patrons.

“Olympics{ XE "Olympics" }” means games and events in connection with any quadrennial Olympiadsanctioned by the International Olympic Committee.

“Operator{ XE "Operator" }” means the parking operator for District Parking Areas.

“Parking Lots 1- 6{ XE "Parking Lots 1- 6" }” means Parking Lot 1, Parking Lot 2, Parking Lot 3,Parking Lot 4, Parking Lot 5, and Parking Lot 6, collectively, as shown on Exhibit E.

“Parking Lot 1A{ XE "Parking Lot 1A" }” means the portion of Parking Lot 1 on which the SoboroffSports Field is located.

“Permit Term{ XE "Permit Term" }” means, with respect to a special event parking permit, the date andtime period for which such special event parking permit will be valid for parking uses, based onthe commercially reasonable determination of the Exposition Park Manager regarding loadingtimes for the related Event with the purpose of ensuring that the special event parking permitrestricts the use of the affected parking spaces for the amount of time necessary based on similarevents at other similar venues, taking into account local conditions.

“Reserved Spaces{ XE "Reserved Spaces" }” means, collectively, the CSC/CAAM Reserved Spaces andthe NHM Reserved Spaces.

“Science Center Structure{ XE "Science Center Structure" }” means the area so marked on Exhibit E.

“Special Event{ XE "Special Event" }” means an event, exclusive of normal daily attendance at themuseums, with a reasonably anticipated (based, if possible, on historical attendance at priorsimilar events) or actual attendance of 3,000 or more (including vendors and staff unless such

20721586v.8

vendors and staff are parked outside of Exposition Park) scheduled by an Exposition Park entityand held with respect to any Exposition Park entity within the premises of such entity’sfacility(ies) and/or on the plazas and outdoor spaces immediately adjacent to such entity’sfacility(ies) (which facilities, plazas and outdoor spaces shall not include any areas includedwithin District Parking Areas).

“Special Olympics { XE "Special Olympics" } ” means games and events in connection with anyquadrennial Special Olympiad sanctioned by the International Olympic Committee.

“USC Event{ XE "USC Event" }” means an Event scheduled by USC.

“VIP Parking Areas{ XE "VIP Parking Areas" }” means Exposition Park Drive VIP, South ColiseumDrive VIP, and State Drive VIP, collectively, as shown on Exhibit F.

20721586v.8

SCHEDULE 2

Required Insurance During LAFC Parking Oversight and Supervision

LAFC shall furnish a certificate(s) of insurance issued to the District and naming the District, itsofficers, agents, employees and servants as additional insureds. LAFC shall furnish to theDistrict evidence of required insurance as follows:

(a) Commercial General Liability with limits of not less than one million dollars ($1,000,000)per occurrence for bodily injury and property damage combined.

(b) LAFC shall maintain motor vehicle liability with limits of not less than $1,000,000 peraccident for bodily injury and property damage.

(c) LAFC shall maintain statutory workers’ compensation and employer’s liability coveragefor all its employees who will be engaged in the performance of the Agreement, includingspecial coverage extensions where applicable. Employer’s liability limits of $1,000,000 shall berequired, and the policy shall include a waiver of subrogation in favor of the District ofCalifornia.

(d) General Requirements

LAFC shall ensure that the following general requirements are met:

i. Insurance Companies must be acceptable to Department of General Services,Office of Risk and Insurance Management.

ii. LAFC shall provide the District with a certificate of insurance demonstratingcoverage for General Liability, within thirty (30) days after each insurance policyrenewal.

iii. Coverage needs to be in-force for complete term of any season during whichLAFC is managing and operating the parking. If insurance expires during theterm, a new certificate must be received by the District within thirty (30) days ofthe expiration date of the existing policy. This new insurance must still meet theterms of the original contract.

iv. The insurance policies expressly required herein shall contain a provision thatcoverage will not be cancelled without thirty (30) days prior written notice to theDistrict.

v. LAFC is responsible for any deductible or self-insured retention contained withinthe insurance program.

vi. Any insurance required to be carried shall be primary, and not excess, to any otherinsurance carried by the District.

20721586v.8

vii. Notwithstanding anything contained herein to the contrary, LAFC may self-insureany coverage required by this Lease. If LAFC is self-insured in whole or in partas to any of the above described types and levels of coverage, LAFC shall provideDistrict with written acknowledgment of this fact at the time of the execution ofthis Agreement in lieu of any certificates of insurance required herein. If, at anytime after the execution of this Lease, LAFC abandons its self-insured status,LAFC shall immediately notify District of this fact and shall comply with all ofthe terms and conditions of this Insurance clause pertaining to policies ofinsurance in regard to those types and levels of insurance.

It is agreed that DISTRICT shall not be liable for the payment of any premiums or assessmentson the required insurance coverage.

20721586v.8

EXHIBIT A

Site Plan

[See the following one (1) page depicting the Coliseum Property and Sports Arena Property boundaries asof the Effective Date. The boundary of the Sports Arena Property / LAFC Premises and the

improvements shown on the attached site plans are for illustration purposes only and no representation orwarranty is made with respect thereto. For clarity, Exhibit B attached to this Agreement provides the

precise boundary description of the Sports Arena Proeprty / LAFC Premises.]

Figu

eroa

Str

eet

N. Colisuem Drive

Men

lo A

venu

e

South Lawn CaliforniaScience Center

CaliforniaAfrican

AmericanMuseum

COLISEUM PROPERTY

SPORTS ARENA PROPERTY

EXHIBIT B

Legal Description of Sports Arena Property

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LOSANGELES, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND ISDESCRIBED AS FOLLOWS:

PARCEL 1:

THAT PORTION OF SOUTHERN DISTRICT AGRICULTURAL PARK AND ADJOINING LOTS, INTHE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, ASSHOWN ON MAP RECORDED IN BOOK 4, PAGE 352 OF MISCELLANEOUS RECORDS, BOOK4, PAGE 352, OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDEROF SAID COUNTY, BOUNDED BY THE FOLLOWING DESCRIBED LINES:

COMMENCING AT THE INTERSECTION OF THE WESTERLY LINE OF FIGUEROA STREET,100 FEET WIDE, WITH THE NORTHERLY LINE OF TRACT NO. 4719, AS SHOWN ON MAPRECORDED IN BOOK 52, PAGE 48, OF MAPS, IN THE OFFICE OF SAID RECORDER; THENCEALONG SAID WESTERLY LINE, NORTH 00° 07' 55" WEST 40.60 FEET TO THE TRUE POINT OFBEGINNING; THENCE ALONG SAID WESTERLY LINE, NORTH 00° 07' 55" WEST 640.76 FEET;THENCE SOUTH 89° 53' 05" WEST 726.00 FEET TO THE BEGINNING OF A TANGENT CURVECONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 51.05 FEET; THENCESOUTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 71° 20' 46", ADISTANCE OF 63.57 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THENORTHWEST, HAVING A RADIUS OF 559 FEET; THENCE SOUTHWESTERLY ALONG SAIDLAST MENTIONED CURVE, THROUGH A CENTRAL ANGLE OF 57° 10' 50", A DISTANCE OF557.88 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE SOUTHEAST,HAVING A RADIUS OF 164.91 FEET; THENCE SOUTHWESTERLY, ALONG SAID LASTMENTIONED CURVE, THROUGH A CENTRAL ANGLE OF 75° 50' 49", A DISTANCE OF 218.30FEET; THENCE TANGENT TO SAID CURVE, SOUTH 0° 07' 40" EAST 59.64 FEET TO THEBEGINNING OF A TANGENT CURVE, CONCAVE TO THE NORTHEAST, HAVING A RADIUSOF 20 FEET, SAID CURVE BEING TANGENT AT ITS SOUTHEASTERLY TERMINUS, TO ALINE WHICH IS PARALLEL WITH THE NORTHERLY LINE OF SAID TRACT NO. 4719, ANDPASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY, ALONGSAID CURVE, THROUGH A CENTRAL ANGLE OF 89° 50' 35", A DISTANCE OF 31.36 FEET TOSAID PARALLEL LINE; THENCE ALONG SAID PARALLEL LINE, SOUTH 89° 58' 15" EAST1271.95 FEET TO THE TRUE POINT OF BEGINNING.

EXCEPT ALL THAT PORTION OF SAID LAND LYING WESTERLY OF A LINE PARALLELWITH AND DISTANT WESTERLY 850 FEET, MEASURED AT RIGHT ANGLES, FROM THEWESTERLY LINE OF SAID FIGUEROA STREET.

ALSO EXCEPT ANY PORTION INCLUDED WITHIN LOT P OF SAID SOUTHERN DISTRICTAGRICULTURAL PARK AND ADJOINING LOTS.

PARCEL 2:

THAT PORTION OF SOUTHERN DISTRICT AGRICULTURAL PARK AND ADJOINING LOTS, INTHE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS

2

SHOWN ON MAP RECORDED IN BOOK 4, PAGE 352 OF MISCELLANEOUS RECORDS, BOOK4, PAGE 352, OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDEROF SAID COUNTY, BOUNDED BY THE FOLLOWING DESCRIBED LINES:

COMMENCING AT THE INTERSECTION OF THE WESTERLY LINE OF FIGUEROA STREET,100 FEET WIDE, WITH THE NORTHERLY LINE OF TRACT NO. 4719, AS SHOWN ON MAPRECORDED IN BOOK 52, PAGE 48, OF MAPS, IN THE OFFICE OF SAID RECORDER; THENCEALONG SAID WESTERLY LINE, NORTH 00° 07' 55" WEST 40.60 FEET TO THE TRUE POINT OFBEGINNING; THENCE ALONG SAID WESTERLY LINE, NORTH 00° 07' 55" WEST 640.76 FEET;THENCE SOUTH 89° 53' 05" WEST 726.00 FEET TO THE BEGINNING OF A TANGENT CURVECONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 51.05 FEET; THENCESOUTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 71° 20' 46", ADISTANCE OF 63.57 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THENORTHWEST, HAVING A RADIUS OF 559 FEET; THENCE SOUTHWESTERLY ALONG SAIDLAST MENTIONED CURVE, THROUGH A CENTRAL ANGLE OF 57° 10' 50", A DISTANCE OF557.88 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE SOUTHEAST,HAVING A RADIUS OF 164.91 FEET; THENCE SOUTHWESTERLY, ALONG SAID LASTMENTIONED CURVE, THROUGH A CENTRAL ANGLE OF 75° 50' 49", A DISTANCE OF 218.30FEET; THENCE TANGENT TO SAID CURVE, SOUTH 0° 07' 40" EAST 59.64 FEET TO THEBEGINNING OF A TANGENT CURVE, CONCAVE TO THE NORTHEAST, HAVING A RADIUSOF 20 FEET, SAID CURVE BEING TANGENT AT ITS SOUTHEASTERLY TERMINUS, TO ALINE WHICH IS PARALLEL WITH THE NORTHERLY LINE OF SAID TRACT NO. 4719, ANDPASSES THROUGH THE TRUE POINT OF BEGINNING; THENCE SOUTHEASTERLY, ALONGSAID CURVE, THROUGH A CENTRAL ANGLE OF 89° 50' 35", A DISTANCE OF 31.36 FEET TOSAID PARALLEL LINE; THENCE ALONG SAID PARALLEL LINE, SOUTH 89° 58' 15" EAST1271.95 FEET TO THE TRUE POINT OF BEGINNING,

EXCEPT ALL THAT PORTION OF SAID LAND LYING EASTERLY OF A LINE PARALLELWITH AND DISTANT WESTERLY 850 FEET, MEASURED AT RIGHT ANGLES, FROM THEWESTERLY LINE OF SAID FIGUEROA STREET.

PARCEL 3:

LOT P OF SOUTHERN DISTRICT AGRICULTURAL PARK AND ADJOINING LOTS, IN THECITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWNON MAP RECORDED IN BOOK 4, PAGE 352 OF MISCELLANEOUS RECORDS, BOOK 4, PAGE352, OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAIDCOUNTY.

EXCEPT FROM SAID LOT P, THAT PORTION DESCRIBED AS FOLLOWS:

COMMENCING AT THE INTERSECTION OF THE WESTERLY LINE OF FIGUEROA STREET,100 FEET WIDE, WITH THE NORTHERLY LINE OF TRACT NO. 4719, AS SHOWN ON MAPRECORDED IN BOOK 52, PAGE 48, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDEROF SAID COUNTY; THENCE ALONG SAID WESTERLY LINE, N00°03'50"W 40.60 FEET;THENCE CONTINUING ALONG SAID WESTERLY LINE, N00°03'50"W 640.76 FEET TO THETRUE POINT OF BEGINNING OF THIS EXCEPTION PARCEL; THENCE S89°57'10"W, 222.00FEET TO THE WEST LINE OF SAID LOT P; THENCE N00°03'50"W, ALONG SAID WEST LINE,43.16 FEET TO THE NORTHWEST CORNER OF SAID LOT P; THENCE S89°52'37"E, ALONGTHE NORTH LINE OF SAID LOT P, 222.00 FEET TO THE NORTHWEST CORNER OF SAID LOTP, SAID POINT BEING ON THE WESTERLY LINE OF FIGUEROA STREET; THENCE

3

S00°03'50"E, ALONG SAID WESTERLY LINE, 42.50 FEET TO THE TRUE POINT OFBEGINNING.

EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES ANDMINERALS LYING IN AND UNDER SAID LAND ABOVE DESCRIBED OR PRODUCED ANDSAVED THEREFROM; AND FURTHER EXCEPTING THE SOLE AND EXCLUSIVE RIGHTS TODRILL INTO, FROM AND THROUGH SAID LAND FOR, PRODUCING AND DEVELOPING OIL,GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS BY MEANS OF SLANTDRILLING OPERATIONS CONDUCTED FROM SURFACE LOCATIONS OUTSIDE SAID LAND,INTO OR THOROUGH SAID LAND, TO PRODUCING INTERVALS EITHER WITHIN ORBEYOND SAID LAND; ALL SUBJECT HOWEVER, WITHOUT HOWEVER THE RIGHT TOENTER UPON THE SURFACE OF SAID LAND OR INTO THE UPPER 500 FEET THEREOFMEASURED VERTICALLY FROM SAID SURFACE, AS RESERVED BY THE CITY OF LOSANGELES, A MUNICIPAL CORPORATION, IN GRANT DEED RECORDED JUNE 19, 2009 ASINSTRUMENT NO. 20090927601, OFFICIAL RECORDS.

ALSO KNOWN AS:

THAT PORTION OF SOUTHERN DISTRICT AGRICULTURAL PARK AND ADJOINING LOTS, INTHE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, ASSHOWN ON MAP RECORDED IN BOOK 4, PAGE 352 OF MISCELLANEOUS RECORDS, BOOK4, PAGE 352, OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDEROF SAID COUNTY, BOUNDED BY THE FOLLOWING DESCRIBED LINES:

COMMENCING AT THE INTERSECTION OF THE WESTERLY LINE OF FIGUEROA STREET,100 FEET WIDE, WITH THE NORTHERLY LINE OF TRACT NO. 4719, AS SHOWN ON MAPRECORDED IN BOOK 52, PAGE 48, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDEROF SAID COUNTY; THENCE ALONG SAID WESTERLY LINE, NORTH 00° 03' 50" WEST 40.60FEET TO THE TRUE POINT OF BEGINNING; THENCE ALONG SAID WESTERLY LINE, NORTH00° 03' 50" WEST 640.76 FEET; THENCE SOUTH 89° 57' 10" WEST 726.00 FEET TO THEBEGINNING OF A REVERSE CURVE CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF51.05 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRALANGLE OF 71° 20' 46", A DISTANCE OF 63.57 FEET TO THE BEGINNING OF A TANGENTCURVE CONCAVE TO THE NORTHWEST, HAVING A RADIUS OF 559 FEET; THENCESOUTHWESTERLY ALONG SAID LAST MENTIONED CURVE, THROUGH A CENTRAL ANGLEOF 57° 10' 50", A DISTANCE OF 557.88 FEET TO THE BEGINNING OF A REVERSE CURVE,CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 164.91 FEET; THENCESOUTHWESTERLY, ALONG SAID LAST MENTIONED CURVE, THROUGH A CENTRALANGLE OF 75° 50' 49", A DISTANCE OF 218.30 FEET; THENCE TANGENT TO SAID CURVE,SOUTH 0° 03' 35" EAST 59.95 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVETO THE NORTHEAST, HAVING A RADIUS OF 20 FEET, SAID CURVE BEING TANGENT ATITS SOUTHEASTERLY TERMINUS, TO A LINE WHICH IS PARALLEL WITH THE NORTHERLYLINE OF SAID TRACT NO. 4719, AND PASSES THROUGH THE TRUE POINT OF BEGINNING;THENCE SOUTHEASTERLY, ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 89° 51'15", A DISTANCE OF 31.37 FEET TO SAID PARALLEL LINE; THENCE ALONG SAIDPARALLEL LINE, SOUTH 89° 58' 15" EAST 1271.98 FEET TO THE TRUE POINT OF BEGINNING.

THE BASIS OF BEARINGS FOR THE ABOVE DESCRIBED LAND IS BASED ON THECALIFORNIA COORDINATES SYSTEM (CCS 83), ZONE 5, 1983 DATUM, DEFINED BYSECTIONS 8801 TO 8819 OF THE CALIFORNIA PUBLIC RESOURCES CODE.

NON-DISTURBANCE AGREEMENTresources.ca.gov/CNRALegacyFiles/docs/expo/Non... · 2015. 10. 28. ·...

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Transcript of NON-DISTURBANCE AGREEMENTresources.ca.gov/CNRALegacyFiles/docs/expo/Non... · 2015. 10. 28. ·...